A Wish A Day, Keeps Karnage Insane!
by Storyseeker
Summary: What do you get when you cross a treasure-obsessed pirate with a buggling Genie who always messes up wishes?... Chaos!
1. Chapter 1

_**Talespin does not belong to me, nor do any of its characters… They're Disney's! I'm not in this for the money, just for fun! All original characters belong to me, but anyone is welcome to use them if they wish. And anyone who wants to use any of my scenes, to attempt a bit of art, then please go right ahead!**_

_**Just in case some people get insulted at the way some scenes are written, such as the sexist remarks… etc. Please remember that I'm trying to keep all the characters in line to the show, so things like sexism was typical for Baloo and other characters, and remember that the show was set in the 1930s, so things were different back then.**_

_**These fics also came with illustrations, but obviously you can't see them on FF. To see this fic in all its glory, go to the Talespin website (remove spaces)…**_

_**www. Animationsource .org/ talespin/ en/ fanfic/storyseeker1/ 20493. html**_

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**Don Karnage's Ship (The Iron Vulture); **

**Day One; 0230AM: **

Don Karnage overlooked the platform of his ship, the Iron Vulture, as his men swabbed the deck and went on about their businesses. He glanced distastefully at those who stood about, doing nothing.

'Incompetent idiosyncrasies,' he thought, and then added out loud. "What are you doing, my mindless minions?"

A few of the men jumped at his snippy tone, but quickly collected themselves.

"Err, nothing, sir," one of them replied.

"Exactly!" Karnage snapped. "So why precisely are you doing nothing? When you should be off doing your duties that I, your most magnificent commander Don Karnage, have allocated you! Get back to work!"

The men quickly jumped to their feet, and raced off to their duties.

Don Karnage, pirate of the seven skies, fumed over the deck of his ship. Things had not been going well for him and his crew. They had not had a decent loot and pillage in months, mainly because of Baloo. For such an insufferable and ridiculous pilot, he had sure made enough trouble for them over the past year. Thanks to him, nearly all of Karnage's operations had come to a screeching halt. Every time when they started something worthwhile, Baloo and his annoying crew somehow managed to come in and ruin it all for them.

"We need something to get us back on the track," Karnage thought out-loud. "But what?" His mind pondered a list of options. They could go back to looting planes again, but Kahn's aeroplanes had improved upon their security a lot in the past year. And the freelance pilots, although their planes were nowhere near as advanced as Kahn's, they were still more than enough to give his crew a run for their money.

Karnage sighed, his brain starting to hurt.

"Captain?" a voice yelled out.

Karnage looked to his left to see one of his crew, a shaggy gold-coloured wolf called Hacksaw, come running up to him, carrying something.

"Captain, I found this!" he said, as he held out what looked like nothing more than an old bottle. The bottle appeared to be something of an Arabic style, one of those bottles with a large bottom and a thin spout at the top.

Karnage took the bottle from him, viewing it with distaste, giving the Air Pirate an equal look. "Yes? And just what is it that I am supposed to be observing?"

"Well," the shaggy wolf said nervously. "Well, I found it floating in the sea. It looks very old, and once you wash all the grime off, I'm sure it will look very nice, and… "

"And what?" Karnage clenched his fists, loosing patience. "What is it that I am supposed to do with a filthy old bottle? Use it for a plant-holder?"

Hacksaw backed away, sheepishly. "Well, I thought maybe it could be an antique. I mean, we could use all the luck and money we can get, so… " He stopped at the dangerous look that Karnage was giving him.

"And just what is it that you mean by that remark that you say?" Karnage said, his voice low and hissing.

Hacksaw gulped. "Well, I-I-I thought that… Well, truth be told, we haven't had that whole of a lot of good luck lately. What with Kahn's forces, and… and-and… Baloo."

"What?" Karnage snapped, straining his ears to hear the last word.

"B-B-Baloo," Hacksaw stuttered.

Karnage grabbed the pirate by the scuff of his neck, and forced him to his eye level, staring at him murderously. "Never _ever_ mention that name in my glorious presence again! Understand?"

Hacksaw nodded his head vigorously.

"And in answer to your vulgar description of our so-called lack of good luck," Karnage continued. "There is no problem whatsoever! True, we have not been doing so well in the art of the plundering and pillaging, as we usually do, but that is because it is all due to my masterful plan."

"Ohhh, sorry, boss… I mean captain!" Hacksaw saluted his commanding officer. "I didn't realise you was planning something."

"Of course not," Karnage scoffed. "You are merely one of my many brave and brainless soldiers, how could you know?"

Hacksaw smiled. "Thank you, captain. May I ask, what is the plan?"

"You may." Karnage replied. "Be sure to keep your ears tuned in, as your mind may not be adequate enough to comprehend the sheer brilliance of my ingenious idea… The reason for my lack of attacks on Cape Suzette, and such, is because I am simply buying my time, and leading the land-lovers into a false sense of security. Once they are in their moments of peace-loving harmony, we shall make our move and attack."

"Oh, brilliant, captain!" Hacksaw clapped his hands together in glee. "And what shall be our target?"

Karnage paused at that, his mind going blank for a moment.

"Captain?"

"Do not ask me such blandly bothersome questions!" Karnage snapped. "We will obviously go for that, which is the most expensive, and the most highest of high items that there is to steal. What else would we go after?"

"Oh, of course, captain," Hacksaw humbly agreed. "Oh, err, what shall I do with the bottle?"

Karnage rolled his eyes. "I will see to it! Now go back to your station… And inform me immediately when Mad Dog and Dumptruck return. They should have been back hours ago. Where are they?"

"I believe they went out for professions, sir," Hacksaw informed him. "They might have ran into a little trouble on the way. It's hard for us to go out and shop, what with all the bulletins out for us," he said, as he ran back to his station, as told to.

Karnage sighed, wondering where all the good help had gone in the world, and why was he stuck with the rejects? And WHY, pray tell, were Mad Dog and Dumptruck even bothering to shop for professions, when they could just _steal_ them?

He frowned, as he carried the bottle back to his quarters. Truthfully, he had no idea what he and his men would go after. The idea of leading Cape Suzette into a false sense of security sounded good, but even so, what would they steal? Even if nobody expected them, security was always at its highest, particularly when it concerned all of the best items there were to steal.

Karnage scratched the side of his head with the bottle. He cringed at the smell of the ocean grime on it. As he entered his quarters, he flung it over to the side of the room, and went back to check on his maps.

"I need some bit of help," he silently prayed to whatever God would take notice of a pirate's prayer.

Little did he know, from over the other side of the room, a tiny disembodied ear was listening to every word he was saying.

The bottle rolled a little to the left, on the floor, as though waiting impatiently.

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**Louie's Place; Six Hours Later: **

Dumptruck and Mad Dog covered their faces with the hoods of their oversized cloaks, fearful of being discovered, as several of Kahn's pilots entered the club. Fortunately, none of them looked their way, as they had just spent eight straight hours flying from several destinations, delivering Kahn's cargo, and were eager to order and relax.

"Yah, don't cha tink ve should be on our way?" Dumptruck asked his companion.

Mad Dog scraped up some more of the ice cream special. "We've been scouting for professions all night, we deserve a break. Besides, if we wait a bit longer, till some more people fill the place, then they won't notice us leaving."

Mad Dog and Dumptruck had gone out, as ordered, to retrieve professions for themselves, the captain, and the crew. Unfortunately, as anticipated, their faces were well known by the police, and the large reward for their capture did not help matters either. So they had spent the whole night going from one crooked trader to another, until they at long last had all the professions they required.

Dumptruck kept his hood over his head. "Yah, but I don't like being out in the open like this… I 'specially don't like bein' out too long vithout the Cap'ns approval. I warn you, Mad Dog. If he's mad, **I'm** not gonna be the one that gets yelled at."

Mad Dog waved him off. "Just a little longer. We'll just tell him about the police and everyone out for us. He won't suspect anything, and then we'll… " He stopped, as Dumptruck had practically pulled his hood right over his entire face, his face slumped to the table.

"What are you doing?" Mad Dog asked, but Dumptruck just grabbed his snout and pulled him down to his level.

"Don't look now, but ve have company," Dumptruck warned him, and pointed to the main door.

Mad Dog looked over his shoulder, and immediately felt like running for cover himself.

Baloo walked through the front door, smiling cheerfully at everyone, giving them a tip of his cap as a fellow greeting, before walking up to the bar-stand where Louie was even now preparing one of his Crackatuo Sundae Specials.

"Hey, Louie!" Baloo greeted his long-time friend. "What's up?"

The club was still far from full, and in the stillness, Mad Dog and Dumptruck were close enough to the bar to hear every word that Baloo and Louie said perfectly.

The two of them did their traditional greeting, a high-five, and Louie grinned at his rotund buddy. "How ya been, cous?"

Baloo stretched his muscles. "Couldn't be better, bud," he said, and then noticed something on the wall. "Hey, what's this?"

Louie turned his attention to where Baloo was looking. "Oh that," Louie smirked. "Just something I thought of to get some more customers in."

On the notice board, where there were usually photos of all the pilots that came through Louie's Place, including Baloo's at the top, there was a large poster. It read: -

**SINGLE'S NIGHT,**

_**THIS WEEK!**_

_**BE THERE OR BE SQUARE!**_

"A single's night?" Baloo mused. "Kinda desperate sounding, don't you think, Louie?"

Louie snorted. "Maybe, but there are all sorts of good blokes in this joint, cous. Most of them are way up the dating river without a paddle, and could use a little help. Besides, like I said, it might help bring in a little more business for me, and… it'll give us one heck of a Saturday night to look forward to!"

Baloo laughed. "Now you're talking my language, pal! Oh, and while you're at it, how bout fixing me up one of your… "

Before he could finish, Louie had already placed one of his sundae specials in front of him.

Baloo grinned. "You know me too well, Lou."

"Been wondering where you got to, Baloo?" Louie asked, as he wiped the bar down. "Where you been lately?"

Baloo shrugged. "Ah, you know, the usual. Becky's been getting me up at the crack of dawn to do delivery rounds."

"Why so early?" Louie asked.

Baloo took his sundae, licked his lips, and dove straight in with his spoon. "Mmm… " He spoke with his mouth full. "Wants me to make room… for the shipment… emeralds… "

Mad Dog and Dumptruck's ears both pricked up instantly at the words 'shipment', and more importantly 'emeralds'. That meant two things for the two Air Pirates… One, they could get into the captain's good books with this information… and two, they could finally get to do some real good plundering at long last.

"Suggest we don't stay for third dessert," Dumptruck said to his companion. To which, Mad Dog nodded, and the two of them got up hurriedly to leave.

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**The Iron Vulture; **

**Don Karnage's Quarters; **

**One Hour Later: **

Don Karnage sat at his desk, studying his map, plotting any possible heists that he and his men might take up, but so far he had yet to find a heist that his men could even handle.

"_Captain?"_ the voice on the intercom sounded. "_Mad Dog and Dumptruck have returned. They wish to speak to you." _

"About time, too!" Karnage angrily shouted. "Send them to me at once!"

A few moments later, Dumptruck and Mad Dog came rushing through his door, looking as though they had just run a marathon.

"Dumptruck!" the larger of the two sounded his name.

"Mad Dog!" the other followed his example.

"Reporting for duty as ordered, sir!" they chorused together, saluting their captain.

"Where in the seven skies have you two been?" Karnage ordered. "And second of all, do not, I repeat, do _NOT_ enter my quarters without first hearing from me that it is okay to do so, understand?" He slammed his fists onto his desk.

Dumptruck and Mad Dog saluted again, nodding their heads simultaneously.

"Good!" Karnage then got up, and walked slowly around his desk, touching his sword. "Now, would you be so good as to tell me why you have been gone for so long from your posts?" He drew his sword, and plucked a hair from Mad Dog's moustache.

Mad Dog opened his mouth to speak, but Karnage silenced him.

"Ah, tut, tut, tut!" Karnage said, slapping his pirate's nose. "Do not speak until I have given you the say so… " He waited a few seconds. "Okay, now you can speak."

Mad Dog looked as though he was about to start whining, as he bowed shortly before the captain, practically pleading for mercy. "Sorry, captain. But we lost track of time, and… "

"This is not a good excuse!" Karnage told them, as he tested the sharpness of the blade with Mad Dog's hair. "Timing is everything to a pirate. Have I not always stressed to inform you of that?"

"Yes, sir, but… "

"Ah, ah, ahh, no more with the butting," Karnage toyed with his sword. "Now, what may I ask was so important that you felt it necessary to be so late in your return to your duties, hmmm?"

"We were at Louie's, yah, and… " Dumptruck began.

"Where?" Karnage looked up sharply. "Are you two of your tiny minds? Did you intend on getting yourselves captured by advertising yourselves in one of the most public places of the public? Go out and slap yourselves!"

"But, boss… " Mad Dog whined. "Baloo was there, and we… "

"Baloo!" Karnage's sword was dangerously close to their throats now. "So, to top it all off, you were fraternising with my enemy, no?"

"No, cap'n," Dumptruck interjected. "We were incognito, and we overheard Baloo and one of his buddies talking."

"Talking?" Karnage lowered his blade a little. "Talking about what?"

"About a shipment of emeralds that Baloo's supposed to deliver," Mad Dog finished for his partner.

At the word 'emeralds', Karnage instantly forgot about Mad Dog and Dumptruck's lateness, and his eyes widened, as the thought of precious gemstones began filling his mind.

"Emeralds?" Karnage spoke hungrily. "You are saying that old Baloo has finally got himself a worthwhile loot for us to plunder?"

"Yah, boss," Dumptruck nodded his head vigorously. "We heard him say so to his friend, the ape called Louie."

"When will he be running his run?" Karnage quickly asked.

At his question, Dumptruck and Mad Dog instantly went quiet.

"Ummm… " Mad Dog began.

"Well, you see, cap'n… " Dumptruck tried to speak.

"Well?" Karnage repeated. "_When_ will he be shipping the shipment?"

Dumptruck lowered his head shamefully, and fearfully, while Mad Dog just stepped back, closer to the door.

"We don't know, sir," Mad Dog finally spoke up.

Karnage threw his sword at the wall, impaling it in the metal. "So what type of good news is this to me? What good is it knowing that Baloo, my long-time ever-exasperating enemy, has in his possession some precious stones, when I do not even know _when_ or _where_ he is transporting them?"

Karnage went over and sat down at his desk, rubbing his face in anguish, unsure of what to do. Absently, he picked up the old bottle that the other pirate had given him, idly passing it from hand to hand.

"What if we spied on Baloo?" Dumptruck suggested. "Find out where he has them?"

"Brilliant strategy, dumb one," Karnage said, without even looking at him. "Just one question I have, and that is… How are we, the Air Pirates, supposed to make it into Cape Suzette, past the patrol guards, remain undetected while we spy on Baloo's home without being recognised, and most importantly… not getting shot?"

"Ummm, we could wear a disguise?" Mad Dog said.

Karnage snorted. "Even if we got past the guns, I doubt there is a disguise that could fool Baloo. Thanks to all the number of times we have infiltrated him and his friends, he has I fear become immune to our way of… _camouflaging_ ourselves, cunning though it is." Karnage rested the bottle on his lap, still holding it. "There has got to be a way of finding out all he knows! I will not, repeat, I will NOT allow that shapeless heavy half-wit of a bum have another victory over me."

"But how…"

"I DO NOT KNOW!" Karnage shouted, as he rubbed the bottle furiously in his hands, wiping off some of the dried grime that it had collected from the sea. And that's when it happened…

The first time Karnage rubbed the bottle, it had started out with a tiny little tremor, so small that Karnage did not even notice it. Then with the following rubs that continued, the tremors has escalated, and before Karnage even had time to look down on the bottle in question, the bottle had leapt out of his hands.

Karnage looked up in surprise, as the bottle jumped into the air, and Mad Dog and Dumptruck immediately went for their pistols, as all good pirates were trained to do.

The bottle went on shaking and fidgeting in mid-air, and as they stared at it, they saw a strange orange smoke rising out of it.

"What in blue, green, red and purple blazes!" Karnage swore; reaching for his sword, while Dumptruck and Mad Dog kept their guns pointed at the bottle.

The bottle whizzed and twirled, as the orange smoke piled out of it. As the three of them stared at the mist, the orange smoke started to change colour, from orange to blue, and from blue to green.

The now green smoke however did not dissipate, or float away, as all smokes should do. Instead, it stayed where it was, hovering above the top of the bottle, and seemed to be taking shape. As Karnage and his men continued staring at the smoke, they noticed it beginning to take on the form of a man. They could make out the shape of a head, arms and hands, and with each passing moment, more parts took form.

Then, in a single flash of pure gold lightning, Karnage and his men momentarily lost their sight. They blinked their eyes, wiping them until their eyesight slowly returned. When it did, an awesome sight welcomed them…

"Make way, the Genie with the sass is back in the house!" an Arabic sounding voice announced.

Karnage, Dumptruck and Mad Dog all blinked their eyes in astonishment, even after their sight had returned. There, in front of them, was some sort of man…

The man was a dark-golden coloured Hyena, with a few black spots along his pelt, and a black goatee around his mouth, which had a little curl at the end of his chin. He was wearing a purple sleeveless jacket of some sort, but no shirt, with a blue cloth tied around his waist, a gold medallion around his neck, and a large blue turban wrapped around his head, along with a large white feather that was sticking out at the front of it. He was also wearing a pair of gold bracelets on each of his arms.

He was wearing no pants or shoes, but that was because he didn't seem to have any legs. Where his legs and feet should have been, there seemed only to be more of that smoke, which had yet again changed colour from green into gold.

The strange man floated aimlessly through the air, stretching out his arms, and cracking his knuckles and back muscles.

"Ahh, by the seven deserts," he spoke. "Now that feels good! Nothing like having a good stretch after six thousand years."

Karnage opened and shut his mouth like a goldfish, in shock, as did his men. Karnage kept opening his mouth to try and speak, but the words just refused to come out.

The floating man finally took notice of them, and did a quick bow in the air. "Ah greetings, my noble sirs," he greeted them. "May I enquire as to which one of you fine gentlemen was the one who rubbed my bottle?"

"Who... " Karnage finally found his voice. " Who in… Who the devil are you?"

"Ah, forgive me, kind sir," the stranger bowed yet again. "I am Genie Number 708, level B, Abdul Muhammad Shiraz Rajid Majid Ali Harvinder Aaryan Absi Ghulam Maher Rafi Zamil… Junior. But you can call me Abby."

Karnage blinked at the name. "I would think it best if I do," he replied. "So, mister… Genie?"

The Genie bowed again.

"Umm, am I correct in assuming that you are what I assume you to be?"

"Depends," the Genie said, as he drifted around the room, curiously examining the ornaments and furniture. "What exactly is it that you assume me to be?"

Karnage walked slowly forward, keeping his distance from the supernatural being. "I am believing that… Well, obviously you are not a man per say. And since your name is 'Genie', then perchance you are that what you call yourself. A Genie? A being with unworldly powers, with the ability to grant wishes to whomever commands you?"

The Genie shrugged. "You assume correctly, sir. And since we're all doing a bit of assuming today, might I take a chance in assuming that you are the one who rubbed my bottle, hence released me?"

Karnage just nodded his head.

"Ah, then I commit my services to you, oh master!" the Genie declared, bowing once more. "For whomever holds my bottle in their hand, their every wish is henceforth my command."

Karnage blinked. "This… is too good to be true," he said slowly. He circled the Genie, keeping a safe distance. "But if it is… Then I believe I have just, as they say, hit the jack in the pot!"

"That is one way of putting it," the Genie floated around the room, curiously. "As it is with all Genies, I am bound to grant you anything your heart desires. Whatever you wish is my command, and so shall it be granted."

Karnage slapped his hands together, rubbing them gleefully. "This is unbelievable… truly beyond coincidence. This is destiny! At last I can exact my revenge against all the enemies who dared to humiliate me. And at the same time, reward myself with all the bounty an honest pirate can imagine!"

The Genie sighed. "Just once," he muttered. "I would like to serve a master who doesn't have wealth on the brain." He then spoke more loudly. "Forgive me, my master. But before we continue, I must inform you that there are a few… _protocols_ that we must discuss."

"Protocols?" Karnage looked blankly at him. "What in the seven skies are you talking about? You are my Genie, you grant three wishes, I am your master, I get what I want, everybody is happy… except for my foes of course."

"Yes, no, yes," the Genie replied. "And as for the last two things you just said, master… Yes and no, and it depends on what wish you make."

At Karnage's confused expression, the Genie sighed. "Please, allow me to explain… It is company policy after all."

"Genies have their own company?" Mad Dog looked at Dumptruck astounded.

Dumptruck just shrugged, deciding to stay back and allow the captain to handle this one.

The Genie floated closer to Don Karnage, crossed his arms, and began to speak. "First of all, master… Be aware that not everything you've heard about us Genies is entirely true. I assume you've heard all the tales about Genies granting three wishes per master?"

Karnage nodded, and sat down behind his desk, observing the Genie keenly.

The Genie continued. "Well, that part is true, but not for my level of Genies?"

"Genies have levels?" Karnage asked, curious.

The Genie nodded. "There are two types of Genies, types that I affectionately refer to as Levels A and B. The first ones, Level A Genies, are basically everything you have heard about… They have infinite cosmic powers, they grant three wishes per master, and their spells last forever."

At his last statement, Karnage was beginning to feel that cold dreaded feeling of disappointment starting to sneak its way up.

"They are also bound by three simple rules," the Genie said, sounding bored. "Personally, I don't know why they have these stupid rules, but then what do I know, I'm just a level B Genie, go figure… Anyway, rule number one is that they can't kill anyone. Rule two, no messing with people's emotions, so no trying to get lucky with some bird, okay? And last but not least, no bringing the dead back to life… it's not a pretty picture, trust me. Other than that, anything you want from them, you get it."

"But you're not a Level A Genie," Karnage said lowly, remembering his previous statement.

The Genie nodded. "Sad, but true. But trust me, it's not as bad as all that. Most people actually prefer my level than all the all-powerful ones. For one thing, we don't have as big an ego as the other guys."

Karnage waved his hand. "Whatever, continue with your story. What is the difference between your level and the other? Explain!"

"Okay, geez," the Genie shrugged. "Anyway, I am a level B Genie. Our powers tend to be… a little more limited than the other Genies. On the plus side, we're not bound by any rules, so we can grant any wish you want, anything at all."

Karnage's face immediately brightened, only for it to darken again.

"However," the Genie quickly said. "The reason why we don't have any rules is because, nothing we do lasts."

"They don't last?" Karnage asked. "You mean your powers aren't permanent?"

The Genie nodded. "Yeah, hey, you're big on the uptake, aren't you?" The Genie laughed, but soon stopped when no one joined in.

"Tough crowd," he muttered. "Like I said, we can grant any wish you want, instant service. But the second when the sun goes down, poof! The spell that I cast to grant your wish immediately wears off, and everything goes right back to the way it was before. Classic Cinderella deal, only the deal ends at sunset, not midnight. I frankly believe the wish should have a full twenty-four hour deal, but then again, what do I know? No one listens to me."

"But, you can give us gold and silver, yah?" Dumptruck asked eagerly.

"And jewels?" Mad Dog said hopefully.

Karnage flung him arms up in despair. "Didn't he just say that, you dummies! But what does it matter? He has just revealed that none of his stupid wishes last any longer than a day! Therefore whatever we get from him, we loose by the end of the day!"

"Hey, it's not as bad as all that," the Genie said indignantly. "Like I said, I can grant any wish… "

"But what is the point if you just loose it all at the end of the day?" Karnage complained. "Ahh, so near and yet so far. To come so close, only to… Wait a minute!" Karnage peered at the Genie closely. "None of your wishes last, correct? But tell me, what exactly happens at the end of the day, after a wish is granted?"

"I'm… not sure what you mean?" the Genie said blankly. "The wish just wears off, and everything goes back to the way it was before. That's it."

"No, listen to me!" Karnage said, a little urgently. "Supposing if I was to wish for you to transport for me a large sum of jewels… Not some jewels for you to make out of thin air, with your magic. But some real jewels, from say a jewellery store. If you were to transport them from their shop, to me, then would they stay with me?"

The Genie shook his head. "I'm afraid not, master. Whatever you wish for that was affected by the magic of the wish immediately reverts and/or returns back to whence it came. And no one, save for you and I, will have any memory of the day's events… Well, most people anyway. Some people who have been exposed to magic have been known to…"

"Yes, yes, very interesting," Karnage interrupted, not listening as he had stopped once the Genie had told him that his plan wouldn't work. "Sooooo," Karnage wondered loudly. "If I cannot use my wishes to, how they say, steal the emeralds, as we pirates usually do… Then the answer is, simply, I will have to steal them another way."

Karnage tapped his chin thoughtfully. "Dumptruck! Mad Dog! Think! Did Baloo give _any_ indication of when and where he was transporting these emeralds that he so talked about? Anything at all?"

His men sadly shook their heads. "We never got to hear much of his conversation with the club owner," Mad Dog reported almost mournfully. "But, like we said, we could always… "

"No mentioning of the disguise and infiltrate plan, please!" Karnage said sharply, still tapping his chin, deep in thought. "Maybe," he said. "Maybe if I were to wish that you, the Genie, were to send me to where these emeralds are, then I would know where they are, and then steal them myself and make my way back home."

"That is possible, if that is your wish?" the Genie asked.

"Yes, make it so!" Karnage said gleefully, rubbing his hands in anticipation. "I wish to be wherever the precious gemstones that Baloo will be delivering are!"

"Very well," the Genie coughed once, and then… "Hickety pickety, snap and zoom! Transport this guy to his gemstones really soon!" He threw his hands up in the air, and the gathered pirates stood by expectantly, waiting for some obvious magic to occur.

A few moments went by, and nothing happened.

"Well?" Karnage hissed.

The Genie scratched his head, looking at them with a confounded look on his face. "I can't understand it," he said baffled. "The spell should have worked. I don't know why, but for some reason your wish is un-grantable."

"What do you mean?" Karnage screeched. "I thought, and these were your exact words, that you could grant me anything I desire?"

"They are, I can," the Genie tried to assure him. "I honestly can't explain it, but I can't grant this wish for some reason. The only thing I can hazard a guess at, is that there must be something blocking my magic from getting at the gems. Possibly a protective rune or something."

"Curses!" Karnage swore, and thought. 'Baloo has no doubt not received the emeralds yet for transportation, so they are obviously not with him.' He frowned, as he tried to figure something out, and then he smiled. "Wait! You said that when the wish ends, only you and I will have any memory of the past days events. Correct?"

The Genie nodded. "You, me, and possibly anyone who's ever been in close contact with a really powerful mystical object, or several less powerful ones, but those guys are rare and… "

"Then that's it!" Karnage announced in triumph. "If I can't wish the jewels here, without loosing them at the end of the day, and I can't wish myself to them, then I must simply find out where they are then." Karnage clapped his hands together. "Yes! I will go to Baloo's stronghold, and there I will find out all he knows about the emeralds, and when the time is right… I shall steal them right out from under his big fat nose!"

"But, boss," Mad Dog whined. "You were just saying that Baloo would see through any disguise we could… "

"We never had a Genie working for us before," Karnage sneered. "He claims he can grant any wish. So, with his magic, I can shadow myself in any form I so wish, so to speak, and wander right into Baloo's quarters without him ever suspecting my presence."

Karnage giggled. "Ohhh, it is so brilliant and so utterly magnificent a plan, I amaze myself!"

The Genie rolled his eyes. "What a nutter," he whispered quietly to himself.

"Ah, so, cap'n," Dumptruck commented. "When shall we depart for Baloo's… OW!" He groaned, as Karnage whacked him over the head.

"Imbecile!" Karnage scolded him. "Have we not just empathised that only he who makes the wish remembers all that occurs thereafter? If I were to let you go, then I would not remember anything of the day. And I, the captain, require the information more than anything."

"We could relay the information to you?" Mad Dog suggested.

Karnage snorted. "First rule of being a pirate's captain… Trust no one. Devil knows what you two could get up to if I allowed you such a responsibility?"

"Ye don't trust us, your loyalist of henchmen?" Dumptruck asked, a little shocked.

Karnage looked at him square in the eye. "And I suppose it was not you who once recommended replacing me with a new captain, yourself as one of the candidates? And as I recall, you even once preferred having a wench as your prisoner instead of rescuing me, the time when my brilliant mind was switched with that Rebecca Cunningham woman?"

Dumptruck looked uneasy. "Well, we were… We were having an off day." He looked hopefully to his captain.

"Go jump out an airlock!" Karnage ordered, and then looked straight to the Genie. "Genie!" he cried out, making the Genie jump slightly in mid-air. "I make my first wish! I wish to be… "

"Cap'n?" Dumptruck interrupted him quickly. "I's not so sure you should be doing tis?"

Karnage looked at him sharply. "You dare to question my orders, and my own plans?"

"No, sir," Dumptruck assured him. "It's just that… " He whispered to him. "Well, I used to hear a lot of stories about Genies when I was a nipper, yah. They weren't the trustworthiest of creatures, and were notorious with their wish-granting. I once heard a story about a man who wished for eternal youth, and he… "

"I do not care about your silly childish tales," Karnage waved his hand at him. "We have no other way to recover the information we require. This Genie is offering us a solution, and I intend to take it."

"You should listen to him," the Genie's voice said suddenly, right behind them.

Karnage and Dumptruck jumped, as the Genie was floating right next to them.

"What do you mean by that exactly?" Karnage said, breathing a little heavily to get his heart to slow down.

The Genie shrugged. "It's not really my own fault. But it's like your buddy here said, wishes can sometimes go 'gah gah'."

"Gah gah?" Karnage asked, blinking.

"Yeah," the Genie replied. "Weird, out of this world, stark raving loony… "

"I know what 'gah gah' means!" Karnage snapped.

"Well, just remember this," the Genie tried again. "A wish can go either way. The trick is to be specific. Make sure you nail out all the kinks. Be sure that you have every detail sorted out, from where exactly you want to go, to… "

"Yes, whatever!" Karnage said hurriedly, eager to start gem-hunting. He thought for a moment, and then said. "I wish… I wish to be invisible!"

"Invisible?" the Genie asked, curiously.

"Yes," Karnage said exasperated. "You know, transparent, see through, no one being able to… "

"I know," the Genie said. "I mean, are you sure you want _that_ wish?"

"Of course. What better way to go unnoticed, than to not be noticeable at all?"

The Genie sighed, but nodded at his master's logic. "O-kay, if that's what you want? I assume you wanna be transported to this Baloo's place also?"

"Yes, of course, where else would I want to be?" Karnage snorted.

"All right then!" The Genie cracked his knuckles. "Badda bing, badda boom! To Baloo's place you go, as invisible as a… _zoom_!"

The pirates looked at him weirdly, at his rhyming, to which the Genie simply shrugged.

There was a bright flash, followed by a huge puff of purple smoke, and before Karnage knew it, he found himself standing on the pier near the doors to 'Higher for Hire'…

At first, Karnage grew fearful and wanted to find someplace to hide before anyone saw him and notified the police, but then… as he looked down on himself, he saw to his wonder that he could not see his hands.

"Ah, so the Genie's spell worked," Karnage said gleefully, realising what must have happened. "A-ha, so now all I have to do is listen in and learn all I can." Karnage rubbed his transparent hands together, and then tiptoed his way up to the front door.

He listened in closely, and heard voices coming from inside. One of them sounded angry, a woman's voice, no doubt that buffoon Baloo's employer, the one who shouted a lot. Karnage listened in closer. He heard something like a pounding, coming closer…

[SLAM]

Karnage flew backwards, as the door banged open and sent him soaring through the air. He landed heavily on his back, the air knocked out of him.

"OOF!" Karnage wheezed.

"When I'm done with the Sea Duck, I'll see to your door, too, Miss Cunningham," Wildcat said, as he walked out the door. "It sounds like it could need some oil on its hinges."

Karnage saw stars for a moment, as his vision came back into focus. He slowly lifted his head up… only for it to be pushed back down again.

Wildcat walked forward, first putting his foot onto Karnage's stomach, and then onto his face.

"Hmmm," Wildcat stopped briefly, his feet still on Karnage's face and stomach. "These planks have gotten a lot cushier since an hour ago." He lifted each of his feet in turn, and stamped them onto the floor. "Must have gotten a new paint job." He walked forward finally, but stopped as he heard a low keen groaning sound. "Sounds like the planks need an oiling, too," Wildcat guessed, and then went to look at the Sea Duck's engine.

Karnage groaned, as he slowly got up, clutching his stomach. A large print of Wildcat's foot was imprinted on his face, if you could see his face that is, as he felt the world twirl around him.

"Did anyone get the number of that bus?" Karnage asked out loud, seeing nothing but stars and tiny Wildcats with wings flying around his head.

The door suddenly banged open again.

"Bye, Baloo, Miss Cunningham!" the young Kit Cloudkicker called out, as he raced through the door, and unknowingly kicked Don Karnage right between his legs.

Poor Karnage could do nothing except lie there for a few minutes, his face, which if it was visible, was set in a mask of utter pain. "Ma-ma," he cried silently, his eyes watering fiercely.

A few minutes later, the strength came back to his legs, and he crawled up to his knees, and a few more minutes later he reached his feet.

"All right!" Karnage said intimidating. "No more mister nice pirate! I'm going in!" Karnage marched up to the door, but this time kept close to the side, in case anyone else came barging through it.

After making sure that no one was coming near the door, Karnage silently opened it, inching it open a small millimetre at a time. Luckily, no one appeared to notice.

As Karnage looked in, he saw his enormous beer-bellied foe sitting in a chair, while his female employer, Rebecca Cunningham, sat at her desk shifting through papers.

Karnage snorted under his breath. 'This Baloo is even more pitiful than I took him for. Taking orders from a woman, and in the very same building that was once his. What kind of a man is he to let such a thing happen?'

"Baloo, why haven't you left a gap in the flight schedule?" Rebecca asked sharply. "I told you to leave that open because of the emeralds shipping!"

Karnage's ears pricked up.

Baloo shrugged. "Aw, come on, Becky," he said, his arms folded behind his head. "Ain't no delivery that I can't do in one hour flat."

Rebecca snorted at him. "Yeah, so long as Louie's isn't on your flight plan. I'm taking no chances this time, Baloo. We're getting an awful lot of money for this delivery, and I don't want you to muck it up!"

"Aw, quit worrying, Becky. It's only… "

Karnage tiptoed closer into the room, when his foot creaked down on a loose floorboard.

"Huh?" Baloo looked up, hearing the noise. Rebecca did, too.

They both noticed the open door, but saw no one in sight.

"Baloo!" Rebecca said annoyingly. "Didn't I tell you to remember to shut the door after you come in?"

"Hey, don't look at me," Baloo said defensively. "Wildcat and Kit were the last ones out, not me."

Rebecca sighed and went back to shuffling through her papers. "Well?" she asked.

"Well what?" Baloo asked back.

Rebecca gave him a hard look.

"Oh, yeah, right," Baloo got up and went to close the door. Karnage easily stepped past him, staying well out of his way.

'Ha!' he laughed in his mind. 'As always, my plan has succeeded… I amaze even myself sometimes… So, Baloo is transporting the emeralds some time in the near future, eh? The only question is, exactly what day and time is he transporting them?'

Karnage stepped quietly over to the boss-lady's desk, peering over her shoulder, aiming to look over the papers. Perhaps there was something in them that could hold information for him?

"Baloo!" Rebecca suddenly called out, making Karnage jump back slightly in surprise. "Could you move those boxes that I asked you to move oh say an hour ago?"

"Okay, okay, sheesh!" Baloo moaned, as he walked on over.

Karnage relaxed, and went back to spying over the woman's shoulder. 'Now,' he thought. 'If I can just… ' He didn't get to finish his thoughts however, as something pushed into him, sending him to land on top of a chest of drawers, and which landed heavily onto his lap.

"Watch where you're going, Becky!" Baloo said, as he piled the boxes of heavy old tools and spare engine parts onto the chest of drawers.

"Watch what?" Rebecca said, looking up at him. "I haven't moved from where I'm sitting."

Baloo looked annoyed at her. "You got up and bumped into me, as I was coming to put your precious boxes here." He pointed to the chest.

Rebecca gave him an annoyed look of her own. "I haven't moved from my desk since I first sat down. You must have just bumped into my desk or something."

Baloo grumbled, and unloaded the last of the boxes on top of the chest.

Karnage gasped for breath, as the boxes were piled on his lap, pushing the air right out of his lungs, and crushing his legs.

'I think…' Karnage winced in his mind. 'I think I might have been… too hasty… with this wish.'

"Baloo!" Rebecca called to her employee before he left.

"What?" Baloo asked.

"Before you leave, mind stacking that other box on top with the others?"

A few moments later, Baloo could be heard heaving and panting, as he tried to move whatever it was that Rebecca had for him.

"What in blue blazes have you got in here?" Baloo asked, out of breath. "Feels like you got everything but the kitchen sink in here."

"Funny you should say that," Rebecca said amused. "Because it is. It's the new kitchen sink that I ordered, since you busted the last one."

"Hey! I was trying to do the washing up. How was I to know the darn thing would fall apart?"

Rebecca snorted. "Everything you touch seems to fall apart, Baloo. Just put it on top with the others, would you?"

"Eek!" Karnage squealed.

0000000000

**The Iron Vulture; Sunset: **

The Genie floated aimlessly through the air in Karnage's quarters, idly checking his fingernails. As he watched the last rays of sunlight disappear over the horizon, a puff of smoke emitted in the middle of the room, and Don Karnage appeared. The way he looked, you'd think he had just been through a war zone.

"Everything go okay?" the Genie casually asked.

Karnage didn't say anything, and just collapsed onto the floor, clutching his stomach as though in pain.

"I'm guessing not," the Genie answered himself, and looked at the captain curiously. "Do you know what the really important thing is that you should remember when you wish to be invisible?" he asked, looking at the pain-ridden pirate. "Is that you _are_ invisible!"

0000000000

**The Iron Vulture; Day Two;**

**0930AM: **

"Okay, okay!" Karnage complained, as he paced the room. "So my first plan did not go so well… It's all right. With every mistake, I learn, and every time I learn, I ensure that my next plan will come out all the more better."

The Genie rolled his eyes.

"So then," Karnage rubbed his hands together. "Since my plan to be invisible… was not so clever… The next option is simple. Instead of becoming invisible, and risking myself harmful injury, I must therefore remain visible, yet be in complete camouflage!"

The Genie looked up at his master. "Pardon?"

Karnage clapped. "In-genius is it no? I will return to Baloo's headquarters once more, but this time I shall go as a master of disguise! You, Genie, transport me back there, but transport me there as something that will both ensure no one will recognise me, and I will be close to Baloo at all times."

The Genie shrugged. "Your wish, my command, master." He cracked his knuckles. "Abracadabra and a drop of a hat! To the big no-seeing bear you shall go, just like that!"…

The same bright flash, as before, temporarily blinded the Air Pirate. As he blinked his eyes, Karnage tried to raise his hands to wipe them, but for some reason he found that he could not.

"What in the..?" Karnage said surprised. "What is happening here?" He attempted to raise his hands again, but as before he found he was unable to do so.

"What is going on?" Karnage ordered furiously, but found that no one seemed to hear him. As he peered closer at his surroundings, he found that he was once again at Baloo's place. He saw his former pirate-boy, the traitor Kit Cloudkicker, shifting through some papers at the desk-table, but no one else.

"Where is every… " But before he could finish his sentence, something pink, blue, and very loud, suddenly jumped onto him.

"Danger-Woman away!" the innocent and fun-filled voice of Molly, Rebecca Cunningham's daughter, cried out as she jumped on Karnage.

"OOF!" Karnage wheezed. "Hey! You little… OOF!" Karnage ached, as Molly bounced up and down on him. For some reason she didn't seem to notice him, or she simply didn't care? Karnage voted for the latter, since he doubted that he was a favourite in Baloo's place.

"Bad guys beware!" Molly yelled excitedly. "Danger-Woman is here to save the day!"

"I… OW… " Karnage tried to speak… "Will you… OW… Get… OW… I warn you… OW!"… but wasn't very successful.

"Hey there, button-nose," Baloo's cheerful voice suddenly sounded, and Karnage could just make out the beefy grey arms of the pilot, as they reached over and picked the tiresome girl up. "How's about Danger-Woman go outside and check to see if Wildcat needs any help?"

"Yay!" Molly cried out, followed by the quick picker pattering of her little feet exiting the building.

Karnage's eyes rolled about in his flattened face. "Would this be some kind of new interrogation method used by my enemies?" he said, mumbling. "Having their infants leave footprints on my oh so handsome face?"

Karnage's eyesight came back into focus, as he blinked and tried to shake his head, but could only seem to move his face slightly.

"What is wrong with…" he began, but just then a large shadow fell upon him.

"What the…?" Karnage said wondering, as he looked up… and blanched.

"No," he whispered in horror, his pupils dilating to the enormous behemoth about to descend upon him. He started to thrust about, trying to escape, but once more found that none of his body parts were capable of movement. In fact, he couldn't even feel any of them for some reason.

"No!" he shouted, but apparently everyone in this establishment was deaf, as no one showed any sign that they could hear him.

"MOTHER OF MERCY!" Karnage screeched, as the shadow slowly came down on him. "HAVE PITTTMMMMMMMmmmmmm!" His voice reduced into muffles.

"Hey, Baloo?" Kit looked at his friend who was now sitting down in his favourite chair.

"Yup?" Baloo relaxed into his chair, shuffling out the bumps in the big orange cushion that was on it. He wondered where that cushion had come from, as he couldn't remember ever having bought an orange one before?

"Aren't you supposed to be out delivering?" Kit asked curiously. "I remember Miss Cunningham specifically saying that she wanted you to have that cargo of water melons delivered by 1500 hours."

Baloo shrugged. "Ahh, Becky won't miss it if it's a few hours late."

Kit laughed shortly. "Since when?"

Baloo smirked. "Since she got invited to that bosses convention about an hour ago. Seems she's gonna be there all day talking with fellow stiffs about new ideas for businesses, proposals, yadda, yadda, yadda… Ha! She'll be lucky to get out of there by next Tuesday!"

Kit shrugged. "Yeah, but… Doesn't Miss Cunningham like going to those sort of things?"

Baloo nodded. "Yeah, anything for her to make more money, but that isn't the important thing, Little Britches."

"No?"

Baloo smirked again. "No, the important thing is… with her gone all day, my day is free. I'm only sorry that the Sea Duck's engine had a little problem with it that stopped me from delivering my cargo on time."

"I didn't know the Sea Duck had engine trouble?" Kit said curiously.

Baloo laughed. "Neither did I, but it will do when I get Wildcat to check it. He'll be on it for hours, trying to find the trouble."

Kit sighed, shaking his head. "All right, Poppa Bear. You wanna get Miss Cunningham's ire up, that's your funeral. I'm gonna go take Molly out for an ice cream." Kit picked up his homework, and prepared to go get his young charge. "Do you need anything?" he checked.

Baloo shook his head, as he replied, "Nah, Kit." He patted the side of his chair. "Only thing I need is right here. Me, my duff, and this chair are gonna be spending a lot of _long_ overdue quality time together for the next few hours. So go out and have a good time, I'll catch ya later." Baloo leaned back on the chair, making it creak in protest, shuffled himself comfortably into it, and almost immediately started his chorus of snores.

Kit rolled his eyes.

As he ran outside, he heard the chair creak loudly, and thought for one insane moment that they sounded like muffled screams…?

0000000000

**The Iron Vulture; Sunset: **

A spark, a flash, a puff of smoke, and Don Karnage was once more in the safety of his ship. But he was definitely NOT a happy pirate… and neither was his face.

"Ohhh," Karnage staggered about for a bit. His face looked as though it had been squeezed in a vice. The shape of his head looked like a pickle. He shook his head a few times, and then stuck his thumb in his mouth and blew, popping his head back into place.

"WHAT DOES IT TAKE FOR YOU TO GET ONE SIMPLE WISH RIGHT?" Karnage screamed at the quivering Genie.

"You-you-you said you wanted to be visible, but not be noticed, and to always be close to Baloo… " The Genie kept far away from his master as possible, as Karnage's hand was dangerously close to his sword.

Karnage hissed, as he forced his temper down. "Do you have any idea of what I've just been through today?" he stuttered. "Thanks to your wish-granting, I spent the entire day trapped in the form of a cushion on a chair, with Baloo sitting on top of me, his gigantic weight almost crushing me! It's a miracle that I am still alive. Thank Heaven that cushions have no need to breathe."

The Genie held his arms up apologetically. "Forgive me, master, but as I warned you… With wishes, you have to be extremely specific. Otherwise, whatever you wish for may go either way. For example, in this wish, everything you asked for came true, you just didn't specify in what form you wanted the wish to be in. You said you wanted to be visible, yet not be noticed, so it made you into one of the furniture. You wanted to be close to Baloo at all times, so you became the furniture that he uses the most frequently."

"Yes, and now thanks to you," Karnage spat. "I have spent more than enough time with the enormous bear, and learnt absolutely nothing! Except for how many times he snores in an hour, and the fact that he needs to loose about 500 pounds of weight!"

The Genie shrugged. "Well, the thing with wishes is learning. You made a mistake with your last couple of wishes, so you learn from them and make sure that you don't repeat it the next time."

Karnage thought about that, and after a few moments he finally relented, relinquishing to the Genie's logic. "Fine," he said. "But no more slip-ups, understood?"

The Genie crossed his heart and help up his hand. "Whatever you wish for, I grant."

"Fine!" Karnage paced the room. "Okay, I have had enough of the camouflage for the moment. I have been beaten up, stepped on, sat on, used as a chest of drawers, and to top it off, I have so far learnt nothing new of these priceless gems that Baloo is planning to transport. So what am I to do?"

He paced the floor up and down for a few moments more, until even the Genie was beginning to feel dizzy. Finally, he stopped.

"Okay, since none of my other attempts at being specific have been successful, I will attempt to keep the wish simple and clear," Karnage said, clearing his throat. "I wish to be near Baloo at all times," Karnage said simply. "But of course I do not wish for him to know that I am his enemy, and no more being turned into furniture, okay?"

"Of course," the Genie rolled his eyes. "Is that it?"

"Simple and straight to the point is the way to go, as my Papa always said," Karnage replied. "I know that it's past sunset so just arrange it so that the spell takes affect immediately tomorrow morning."

The Genie blew his fingers. "As you wish, Big K," he confirmed. "But you know, just because it's… "

"Get on with it!" Karnage said exasperated, feeling tired after the long day, and wanting to rest.

"Ishka-bibble, Ishka-boo… " the Genie said hurriedly, "…to Baloo's side, as Little Britches, off you go!"

"Little Britches…?" Karnage started to ask, but the genie was gone before he could ask.

0000000000

**Day 3; Sunrise; Somewhere: **

Karnage gave a big yawn, as he awoke, smacking his lips together.

"Well, then," he sighed, preparing to get up. "Better get up and… What in blazes?" he shrieked, as there was some kind of mist around him.

When the mist cleared away, Karnage looked around and saw to his surprise that he wasn't on his ship, or at Higher for Hire, as he would have expected… but in some kind of forest?

He looked at the plants surrounding him. A lot of the vegetation looked like tropical plants, like he had seen in jungles, but that was impossible. He had wished to be at Baloo's side, so what would Baloo be doing in a jungle of all places?

He rubbed his hands down his front, and discovered to his shock that he was wearing almost nothing… literally almost _nothing, _not even his own natural fur-coat. He was wearing a rag of cloth that was tied around his waist, but that was all. His clothes, and even all his fur, aside from a mop of black hair on top of his head, were all gone. His skin felt as smooth as a newborn pup, and was a brownish-gold colour.

"_Well, that shouldn't take too long,"_ a voice suddenly spoke up from somewhere.

Karnage looked up in the direction of the voice, but could see nothing, when…

"Now it's like this, Little Britches," Baloo's voice suddenly sounded.

Karnage's head snapped around to see Baloo grinning right down at him, also wearing nothing… except he was wearing _absolutely_ nothing?

"EEK!" Karnage squeaked, and thought, 'Don't tell me he's joined a nudist colony?'

Baloo more or less looked the same, minus the whole being naked part, but for some reason he looked even fatter than he usually did. His butt looked like he had had one, or most likely ten, too many milkshakes, and… Since when did Baloo have a tail?

Baloo continued talking, kneeling down to him, and then rising. "All you gotta do is… " He clapped his hands together, which now seemed to possess some rather long, and razor-sharp looking claws.

"_Look for the,_" Baloo sang, "_**Bear**_ _necessities, the simple Bear necessities! Forget about your worries and your strife…_!"

0000000000

**Sunset; Back at The Iron Vulture: **

A flash of light, a puff of smoke, and Karnage reappeared in his own quarters where the Genie was waiting for him.

"What in God's name was all that about?" Karnage demanded.

"What was what about?" the Genie asked him back.

"That wish," Karnage growled. "I asked to be at Baloo's side at all times, and you send me into the 5th dimension!"

"Weren't you with him?"

"Yes and no," Karnage frowned. "It was definitely Baloo, but at the same time it wasn't… For starters, I was nowhere near Cape Suzette, and I still have no idea where I was. I was living like a wild animal, but I was… I don't know precisely what I was, but I was definitely not my glorious handsome self. And Baloo was dressed… Well, _not_ dressed is the more accurate term, as he had no clothes on. He was bigger than I remember, but apart from that he was the same Baloo I've had the distress of knowing… And he kept referring to me as Little Britches and Mowgli, for some reason?"

The Genie shrugged. "Hey, you said you wanted to be near Baloo, but you never mentioned _which_ Baloo you wanted to be near."

"Which?"

The Genie shrugged again. "Different dimension, whole other reality, space/time continuum, really technical stuff… Trust me, by the time I got through explaining it to you, you'd have a headache the size of Mount Ever-Worst."

"I spent the whole day getting chased by some black Panther that wanted to take me to some village run by a people he called _Man_," Karnage complained. "Not to mention Shere Kahn, although he had certainly let himself go, as he wasn't even wearing anything either, and seemed to have taken up walking on all fours. A huge snake that wanted to have me for dinner, and even Baloo's buddy Louie and his dratted monkeys who threw me all over the jungle, trying to kidnap me!"

The Genie shrugged again. "At least you had a fun day out."

Karnage glared at him. "Make a note," he hissed. "From now on, all wishes concerning Baloo are about the Baloo in _this_ reality, understand?"

The Genie saluted. "Yah, my Fuehrer!"

Karnage fumed. "I've wasted a whole day because of this, so let's not waste anymore time! I make my same wish as yesterday, but to remain in this, my own reality, okay? I wish to be able to keep a close eye on Baloo at all times, no matter where I am. So see to it that from first thing in the morning, I shall have nothing but Baloo in my sights… _always_."

The Genie nodded. "You want it, you got it, master. Badda bing, badda boom, your enemy you shall see in every single room!" The Genie clicked his fingers, and a huge puff of smoke once more filled the room.

Karnage coughed and spluttered until the mist finally died down. (He wished that the stupid Genie would find another way to do his magic without him getting his lungs filled with smoke)

The Genie was gone, but he found that he was still in his room onboard his ship. He was momentarily puzzled, but then remembered that the wish would not be in effect until tomorrow morning, so for now all he could do was wait…

0000000000

**Day 4; 0600AM;**

**The Iron Vulture: **

Karnage yawned, as he awoke to the sound of his alarm clock. He got up, rubbed his eyes, and looked around. Puzzled, he found nothing amiss. He was still onboard his ship, and there was no Baloo in sight?

"What in the…?" Karnage said wondering. Could the Genie's magic be fading?

Karnage went to his wardrobe, and made a selection from all the pirate uniforms he had (all of which were exactly the same) and got dressed. By the time he was finished dressing, there was a knock on the door. "Enter!" Karnage ordered, still looking around to see if anything was out of the ordinary.

The door opened, and a voice spoke, "Captain, I…"

Don Karnage straightened up, recognising the voice instantly, after spending the last two days listening to nothing but it. He turned around and saw, to his amazement, Baloo… wearing his pirate, Hacksaw's, clothes?

"Baloo!" Karnage grabbed his sword and thrust it at his foe's big snout. "We meet again!"

Baloo looked at him curiously. "Whoa, easy with the knife, cap! I just spent $2 getting this suit dry-cleaned!"

Karnage looked at his enemy funnily. This man certainly looked and sounded like Baloo, and he was answering to his name, but why wasn't he scared of him, and why was he wearing one of his men's clothes?

"What pray tell are you doing here on my ship, pilot?" Karnage demanded.

Baloo just shrugged. "Hey, just wanted to give you the morning reports you're usually after. No need to get edgy. Hey, is that a baloney sandwich?"

Before Karnage could answer, Baloo dashed forward and seized what was supposed to be Karnage's late night snack, and stuffed it into his face. Karnage immediately tensed up.

"What do you think you are doing?" he ordered. "That is MINE!" he went to grab it back from him, but Baloo had already finished it.

"Keep your pants on, Karny!" Baloo waved at him to calm down. "There's plenty more where they came from." He then turned around, preparing to leave.

"Hey!" Karnage shouted. "Where do you think you are going? Come back at once! Nobody turns their backs on Don Karnage, most ruthless and feared pirate of the seven skies…!"

"Yeah, yeah, don't get your knickers in a twist, Karny." Baloo belched, and then continued on his way out.

"Why you!" Karnage had had enough of this outrage. Baloo had gone too far this time with his arrogance. Breaking into his stronghold was bad enough, but eating his food and then dissing him was absolutely inexcusable.

"Come back at once!" Karnage held up his sword and ran after the large bear.

He ran out of his room, and stopped…

All over his precious ship, there was at least a hundred Baloos, all dancing around the interior of the ship. They seemed to be having a party, as all of them were sleeping, drinking, eating, dancing, singing, and shouting out at one another.

Two of them were getting into a tussle, as they wrestled each other playfully onto the ground, with the others cheering them on. Others were on the floor dancing, and Karnage could hear the all too familiar words of 'Oh yeah, baby!', 'I'm gone!' and 'Solid gone!' being sounded around all over the place.

"Hey, cap!" one Baloo, who was wearing Mad Dog's clothes, yelled cheerfully up at him. "You're just in time for the party!"

"Pa-pa-party?" Karnage stuttered, as he made his way slowly down the stairs, his eyes twitching at the seemingly numerous Baloos crowding his precious ship.

"Yeah," another Baloo said, grinning. "And take a look at what we had flown in especially for you!"

Karnage followed the direction in which he was pointing, and saw a large gathering of other Baloos. He looked past them to see what it was they were cheering at… and froze.

There, dancing in their midst, was what must have been a lady bellydancer, or at least who used to be… Now, it was just another Baloo dressed in women's clothing, doing a belly-dance.

"Pretty sassy, huh, boss?" another Baloo who was nearest Karnage said, slapping him painfully on the back. "And guess what? She's gonna give you a private dance in your quarters later on, for free!"

Karnage felt like choking, as the Baloo-dancer twirled her hips and shook her enormous wobbling belly when she spotted him staring at her (or _him,_ depending on how you looked at it), and then blew him a kiss while winking at him.

"Okay, people!" another Baloo bellowed. "Let's get the dance music on, and shake the ship! It's _PAR-TY_ time!"

A second later, the sound of some odd dance music came out over the loudspeakers, and before Karnage could even blink, every Baloo on the ship was on the floor dancing themselves silly, practically bouncing off the ship's walls.

"Wa ba dada doo," all the Baloos started singing. "Wa ba dada dee, ooba dooba loopa dooba dee, ooba doopa doobie doobie doo!"

Karnage yelled over the boisterous laughs, when one Baloo bumped his hip into his, shooting him off into another Baloo's arms who grabbed him in a tight bear-hug, twirling him around.

"Let go of me, you…" Karnage started, but stopped…

The Baloo-dancer wiggled his/her eyebrows at him seductively. "Hey, big boy," she said suavely, in Baloo's voice, holding Karnage close to her in an unbreakable embrace. "Wanna dance?"

"_Genie_…!" Karnage whimpered, as the dancer waltzed him off into the horde of cheering Baloos.

0000000000

**The Iron Vulture; Day Five;**

**Sunrise: **

"You said you didn't want to loose sight of Baloo at any time," the Genie defended himself.

Karnage had spent the entire previous day shouting at hundreds of Baloos, watching and listening to them partying the day away, and he had an aching head for all his trouble. As such, he hadn't been in the mood to speak to the Genie last night, and had just wanted to sleep, once the spell was broken. Now, he was fully rested, refreshed… and majorly ticked off.

Karnage glared at him. "Yes, but I did not mean that I wanted my whole crew, not to mention the rest of the world, to be turned into _him_! Lord, by the seven skies, just one of that buffoon is enough for a thousand worlds!"

Karnage had tried leaving his ship, to escape the Baloo party, only to find that the party had apparently spread worldwide, seeing as every single person in the world had been turned into a Baloo-double.

The Genie simply shrugged. "Sorry, master. But you… "

"I know!" Karnage snapped. "I wasn't _specific_!" He sneered at the Genie, mixed together with his glare that would kill a wildebeest at that moment.

The Genie sighed. "Sorry, but as I've told you repeatedly… You need to be specific in your instructions with each wish you make, and make sure that they are clear. As a wish can... "

"I know! I know!" Karnage repeated. God, this Genie was worse to deal with than Baloo. He fumed for a few moments. He had hoped that he had been done with the 'camouflage' wishes, but it seemed he had no choice. If he tried wishing Baloo in his sights again, he might end up with another hundred Baloos on his ship, or worse… He might find himself stuck with that Baloo-ified bellydancer again.

Karnage shuddered.

The worst part was that when the spell had worn off, the bellydancer had actually turned out to be a _very_ attractive lady-cat, one whom Karnage would have very much liked to have spent some time alone with. But she had been so insulted at having been referred to as a 'pot-bellied, bad-smelling oaf!' by Karnage, that she had taken the first transport off the ship.

Karnage fumed, cursing the fact that although she didn't remember anything at all about being turned into Baloo for the whole day, she could still clearly recall how he had insulted her, when he had been trying to steer clear of her… or him as she was back then.

"On the plus side," the Genie materialised a pair of scissors out of thin air, and began trimming his beard. "I don't think you or your men have had a more wild party than the one yesterday?"

"Or such a long one," Karnage muttered, but shook his head. "Never mind that now! It seems I have no choice, but to once more go into the camouflage, to spy on my nemesis. Listen to my instructions, and make double sure that you get it right this time, comprehende?"

The Genie saluted him, like a soldier, and then crossed his arms, waiting for the wish.

Karnage tapped his snout for a while, wanting to get his wording clear. "Okay, first of all, I do not wish to loose my Fox-hood again, so you will NOT change me into anything other than another Animal Being, understand?"

The Genie nodded. "Oke doke, no more being turned into furniture. Got it!"

"Or anything else!" Karnage warned him. "Second of all… "

"Let me guess?" the Genie interrupted. "You wanna be someth… I mean some-ONE, who will be close to Baloo at all times throughout the day?"

"Correct!" Karnage said happily, glad that the Genie seemed to finally understand. "Just remember, no being turned into anything other than another person, remaining close to Baloo, the _real_ Baloo of this world, and with minimal risk of getting harmed… In fact, turn me into someone that will ensure this time I shall not be harmed."

"How'd you mean?" the Genie asked curiously.

Karnage shrugged. "Turn me into someone that Baloo wouldn't dream of hurting… like a new customer for his pathetic business, or a visiting relative. Is that understood?"

The Genie clicked his fingers, understanding, and cracked his knuckles. "You want it, you got it, master! I'll turn you into someone who will be perfectly safe this time… Mumbo jumbo, bits, ends and bobs! Fulfil this guy's wish, and ensure he'll be as safe as if with his Mom and Pops!"

The flash and puff of smoke followed, and Don Karnage had his wish granted…

0000000000

**One Second Later;**

**Higher For Hire: **

… "There, there," Baloo cooed, cringing his snout at the smell, as he changed the diaper of Higher for Hire's newest 'client'.

"Becky!" he hissed at his employer in the other room, speaking lowly. "Are you completely loco? This is without a doubt the dumbest hair-brain of a scheme you've ever had… A day-care centre, in an air-delivery service?"

Rebecca Cunningham poked her head in, grinning like mad. "Oh, come on, Baloo. Where's your paternal instinct? Loads of people have kids, and many of them don't have the time to do everything they want in a day… So we open a crèche, at least temporarily. We look after the kids, as part of the service, and whenever they need something else delivered, they immediately remember us. It's foolproof!"

"No, it's just foolish!" Baloo snapped, and then immediately tried hushing the baby that he was holding. "I'm no babysitter, I'm a pilot. I'm supposed to be out there delivering."

Rebecca snorted. "That'll be a first," she scoffed, and then added more calmly. "Look, Baloo. Believeme when I say _you_ weren't my first choice for a babysitter… "

'Or even my last,' she thought.

"… I would take care of the baby myself," she said, continuing out-loud, "but I have no time. I've got a load of paperwork that needs doing, so I'm booked solid for the day. And Kit's at school, so he's not available either. There are no deliveries for the rest of today, so that means your schedule is free, hence the reason why you've got the job. You're the logical, _and only_, choice."

"What about Wildcat?" Baloo near pleaded.

Rebecca gave him a look that he couldn't quite read. "Don't even go there," she finally said. "I barely trust him to make dinner, let alone have him take care of a client's child."

Baloo fumed, and then asked. "Who is the client anyway?"

"GEN-I Enterprises," she replied. "Apparently they're some new company that just started up here in Cape Suzette. The owner wanted someone to look after his kid, just for the day. So if we make a good impression, we could be set up with a new client for life!"

"What's the kid's name?" Baloo then asked.

Rebecca looked as if she was about to reply, but then paused, and frowned. "Hmmm, I can't remember," she answered. "Must have forgot to ask … Huh, never mind. I'll check later." She then turned around, about to return to her office.

"Hey!" Baloo exclaimed. "You're not gonna leave me here alone with him, are ya?"

Rebecca gave him a sideways glance. "The B and the S stand for babysitting, Baloo… not brain-surgery. You'll do fine."

"But what am I supposed to do with him for the rest of the day?" he asked. "You expect me to sit around on my duff all that time?"

Rebecca rolled her eyes. "It's never stopped you before," she murmured. "Play with him, give him a bath, get him to take a nap, or… " She thought for one second. "How about taking him out for a ride?"

Baloo's face brightened. "Yeah, that sounds great! I can take him to Louie's, show him the spots, give him one of Louie's Crackatuo Specials and… "

"Baloo!" Rebecca said warningly. "Two things… One, I didn't mean a ride in the Sea Duck… and two, you don't feed babies ice cream!"

Baloo looked disappointed. "Well, what am I… "

"Take him out for a bicycle-ride is what I meant," Rebecca answered for him.

Baloo's jaw dropped. "A bike-ride? Get serious!"

Rebecca snorted again. "It'll just be for the day. Wildcat found an old bike the other day, which he can easily fix up in no time. You'll get some exercise, fresh air, you and the baby can see some of the sights together, maybe go to the park… " She noticed Baloo's expression and paused.

"Okay then, which do you prefer?" she snapped. "Going out with the baby, or staying here with _me_?"

That settled it.

"I'll go talk to Wildcat," Baloo quickly said.

"Just make 'triple' sure that absolutely _nothing_ happens to the kid, all right?" Rebecca warned him.

Baloo looked insulted. "Hey, Beckers… I might be, as you say, a _tad_ irresponsible, but I'm no wild animal…" he paused briefly. "Well, except at parties, but that doesn't count… But I am the all around best pilot you could ever hope to get, and a really great looking one at… "

"Baloo," Rebecca said tiredly. "Do you have a point to make?"

Baloo lifted his chin proudly, as he held the baby over his shoulder, patting its back, burping him. "Despite all that, I would never _ever_ do anything that would risk hurting any kid, let alone a baby. You can trust old Baloo on that."

Rebecca gave a small smile. "Fine," she said. "Just make sure I don't live to regret it, okay?"

Baloo saluted her, and then crossed his heart. "Cross my heart, and hope to _diaper_," he replied.

Rebecca groaned, and went back into her office.

Baloo then wrapped the baby up in its blanket, and placed it into its crib, speaking in baby-talk. "Now you be a good wittle boy for unca Balooie, little mister… " He paused, wondering what to call the kid since he didn't know his name. "Old Babaloo is just gonna go get a new tricy for us to take you outsy for a wittle while. Oke doke… _Baby Britches_."

The baby gave a little gurgle, to which Baloo gave the kid an affectionate pat on the head, tickled him under the chin, and then tiptoed out of the room.

A few seconds after Baloo had left, a tiny pair of orange hands raised themselves out of the crib, gripped onto the side of the baby's bed, and struggled to pull themselves up. Less than a few moments later, the head of a cute little baby Fox was sitting up in the crib, a look of pure rage on its face…

'_**GENIE!**_' Don Karnage wailed, resisting the urge to start bawling and accidentally wetting himself.

**To Be Continued…**


	2. Chapter 2

_**Talespin does not belong to me, nor do any of its characters… They're Disney's! I'm not in this for the money, just for fun! All original characters belong to me, but anyone is welcome to use them if they wish. And anyone who wants to use any of my scenes, to attempt a bit of art, then please go right ****ahead!**_

_**Just in case some people get insulted at the way some scenes are written, such as the sexist remarks… etc. Please remember that I'm trying to keep all the characters in line to the show, so things like sexism was typical for Baloo and other characters, and remember that the show was set in the 1930s, so things were different back then.**_

_**These fics also came with illustrations, but obviously you can't see them on FF. To see this fic in all its glory, go to the Talespin website (remove spaces)…**_

_**www. Animationsource .org/ talespin/ en/ fanfic/storyseeker1/ 20493. html**_

0000000000

**Higher For Hire;**

**Five Minutes Later: **

Five minutes after he had left, Baloo came back into the room, humming.

Karnage had tried every trick to get out of the darn baby crib that he was stuck in, a sort of wooden cradle that barely reached Baloo's midsection, but at the moment there was no way out. With his present size, a fall even from this height might cause him considerable harm.

"Okily doke, Baby Britches," Baloo said cheerfully, as he stood over the crib, looking down on him. "Time to say bye-bye to the crib, and go bikey riding."

Karnage felt like shivering under the covers, as he looked up, up… and _up_ at Baloo. From this angle, at Karnage's small size, Baloo was a giant.

Baloo looked down at the young infant with a big friendly grin on his face, never suspecting that it was one of his worst enemies.

Baloo lifted up both of his hands in front of him, wiggled his fingers, and reached down to pick the kid up.

As a soldier, captain, pirate and gentleman, Don Karnage knew that he should nobly accept any fate that destiny threw his way, with dignity and grace… Unfortunately, at that precise moment, he wasn't feeling very noble…

"WAAAA!" Karnage wailed, floods of tears emitting from his eyes, as Baloo lifted him high from the bed, making him feel sick. It was like being in a car on a Ferris wheel, being slowly lifted up to the top.

"Oh cripes," Baloo cursed slightly. "Err, there, there," he added nervously, gently rocking the little one. He was a little unsure of how to handle babies, but his mama had always loved them, and he had often seen her taking care of them when he was a kid, so he had picked up a few tricks from her. Alas though, it seemed he hadn't picked up enough, as the baby was still crying.

Karnage wanted to shout and curse at his long-time enemy, but he couldn't even get his mouth to open properly. With no teeth, and barely any muscle control, he couldn't get his mouth to form any words.

Baloo tried rocking the baby in his arms, laying it's head down on his bicep, which earned Karnage a nose-full of Baloo's B.O., making him gag, but not stopping his tears.

Baloo tried pulling funny faces, making silly noises, but nothing seemed to work. He frowned, trying to remember more of the tricks his mama had taught him, when suddenly he got an idea.

"Well, it worked once on the guys back at Louie's," Baloo said thoughtfully. "Maybe it'll work on him, too?"

Baloo put the baby back down in the crib, balancing him on a pile of pillows, his cries refusing to silence. Baloo then turned around and grabbed a couple of things from around the room, which were a tablecloth and a small bunch of flowers from on the windowsill.

Baloo placed the flowers on top of his head, tied the tablecloth around his waist like a dress, and then… began to sing.

The baby instantly stopped crying, as it stared at Baloo with its mouth wide open while Baloo did a jig in the middle of the room.

"_When life down here's a thunder-cloud, I take off for the air._

_I sore above the madding crowd without a single care. _

_I'm not one to stick around when problems start to brew. _

_So see you later, navigator. I know just what to do… I'm gone!"_

Karnage's eyes bulged, as Baloo pranced around the room, shaking his hips and tapping his feet, as he sang. If this had been a horror show on the radio, he'd be ducking behind the sofa right about now.

_"Don't trouble me with troubles, man. I'm gone!"_ Baloo waltzed over to where the kid was still watching him. The baby had stopped crying, so obviously his little dance routine had worked.

Baloo laughed, as he picked the baby up again and hugged him to his chest, continuing to dance.

To say that this was beyond humiliating for Don Karnage would be an underestimate. Unfortunately, he forgot that he still had the rest of the day to get through first, as sunset was still a good long way away.

"Okay, kiddo," Baloo said, finished with the song, as he removed the tablecloth and flowers. "Time to get this show on the road. Let's go for bikie ridies."

Karnage rolled his eyes, but surrendered to his fate, as Baloo carried him out the room, and outside.

"Hey, Baloo," Wildcat greeted him cheerfully, as he wiped an old bicycle with a rag. "Your bike's all set up."

Karnage stared at the bike in question. It looked more like a moving junk-pile than anything else. It was a dirty red colour for the most part, but was mostly covered in rust, some of which had been scrapped away. The pedals and handlebars seemed okay, and there was a large baby-seat strapped onto the rear, right behind the bicycle seat, and above the back wheel.

"Thanks, Wildcat," Baloo said gratefully.

"No problem, you and your baby will be fine," Wildcat looked at him curiously. "Hey, Baloo, how come I don't remember you having a baby before?"

Baloo sighed. "Wildcat, I have NOT had a baby. I'm just looking after it for the day. Okay?"

"Oh, and then you give it back to its mommy?" Wildcat asked.

"Yeah," Baloo replied.

"And then you have it at weekends, or do you have it every day like today?"

Baloo gave another sigh. "No, I… Never mind. Just show me how to strap Junior in here."

"Oh, is that the baby's name? Baloo Junior?" Wildcat asked, excited. "Can I be the godfather?"

Baloo shook his head in mild amazement and disbelief.

Karnage wiggled about nervously, as he was placed onto the bike. Baloo fiddled with the straps, securing him in the little seat.

"Awww," Wildcat said, as he came up to the infant. "He is _sooo_ cute!" he reached out with his finger and tickled the baby's chin. "Coochie, coochie, coooo!"

'Heaven strike you down, simpleton!' Karnage screamed at him mentally. 'Pray you and I, Don Karnage, never meet when I am fully grown once more, for if we ever do, I will…!'

"I think he likes me." Wildcat giggled, tickling the baby's belly, to which Karnage struggled against for a little bit, but then sighed, accepting the futility of it all.

'It's just for a few hours,' Karnage kept saying to himself. 'And maybe this won't be so bad? After all, maybe I can still learn a few things, even if I am now midget-size.'

"Now you just sit all nice and snugly, Baby Britches" Baloo said, also tickling him. "Unca Balooie's gonna take you around Cape Suzette. So you just sit back, relax, and enjoy the view. Cos you're gonna see a whole lot of something today!"

Karnage sighed. 'Fine,' he thought. He hadn't really seen a whole lot of Cape Suzette to be truthful. He had always been too busy with pirating to ever go sightseeing. Maybe this will be an added bonus?

He took a deep breath, relaxed comfortably into his seat, and looked straight ahead…

… Just in time to see Baloo's big grey butt come crashing down, settling on the bicycle seat, right in front of Karnage's face, filling his entire vision.

"Okay, Wildcat," Baloo said to the Mechanic, as he leaned forward, testing the brakes and pedals. He shuffled around a little, wiggling his hips, trying to get comfortable on the small bicycle seat. "Bike's fine," he told him, and started peddling, his huge rear-end bobbing about like a giant grey beach-ball. "I'll see you later. Adios!"

'Ohhh, Lord have mercy,' Karnage thought, dismayed and scarred for life, swooning at the giant wobbling monstrosity in front of him. 'Somehow, I do _**not**_ find this view all too that enjoyable.'

Well, Baloo had been right about one thing… Karnage was definitely seeing a whole lot of _something_ today.

0000000000

**About Fifteen Minutes Later;**

**Near Cape Suzette Park: **

Baloo panted, as he peddled the bike up the long hill, not noticing the way the baby kept frantically trying to get out of his little seat, but was unable to do so because of his restraints…

It was rather amazing the things that Wildcat could do. He had put this bike together in almost no time at all, fixed a baby-seat at the back, and even added a small horn to the handlebars.

The only downfall to it was that, unlike that tiny motor-tricycle that Wildcat had once invented, this bike had no motor engine, and so Baloo had to work it the old fashioned way… by _painstaking, _leg-turning stamina.

Baloo heaved a long breath as he leaned forward, resting his head on the handlebars, his backside up in the air, and peddled his legs until he was sure they were going to drop off.

He gave a small smile, as he viewed some of the sights before him, the sun dazzling off the tall city-buildings, the wind blowing through the park trees, and the sounds from the crowds of people buzzing all over the place. "Some view, huh, kid?" he asked behind him.

Karnage didn't say anything, part of the reason because he couldn't talk, and the other reason because the view he was stuck with was… less than spectacular, to say the least.

The infant-turned Air Pirate kept his eyes tightly shut, trying to escape the horrifying sight of wobbling grey mass in front of him.

At that moment, Karnage wanted to make two specific wishes. The first one was to make the Genie appear so that he could skin him alive for the nightmare vision that he had been stuck with today, and second… a blindfold would be a sure blessing.

"Everything all right back there, kid?" Baloo asked, and reached his hand back, quickly checking that the baby was okay, feeling his button-like nose, and tickling him under his chin.

Karnage tried to bite him, but seeing as he had no teeth, all he could manage was a dreaded sucking, to which Baloo simply laughed and wiggled his finger about in the baby's mouth.

They soon came up to the park, and Baloo was grateful to slow down. One hill a day was plenty enough exercise for him.

"Oke doke, little fellow," Baloo cooed at the infant, bringing the bike to a stop, and reached down to pick him up out of his seat. "How's bout we go take a walk in the park, huh?" He also added silently, "And we might as well go check out the local ice cream truck, too."

The baby had a curious look on his face, almost as though he was about to be sick. Baloo couldn't think why, as the baby hadn't eaten anything yet today. He jiggled the baby in his arms, getting a few boos and coos out of him.

"Cute little fellow, ain't ya?" Baloo said, and after parking the bike he walked into the park, trying to remember where the ice cream truck was stationed.

Karnage fumed, as Baloo held him close, He had always hated to be jiggled about, even when he had been a real baby. He could never stand being bounced about so.

Baloo soon found the ice cream truck, and after rushing up to it, he hungrily ordered a large quadruple-stacked ice cream cone… and then ordered another one, after having practically shoved the first one down his throat. With his second cone, he walked around and soon found a nice secluded spot in the park, under the shade of a tree, and sat down with the baby resting on his belly.

"Want some?" he asked the baby that he had affectionately nicknamed 'Baby Britches', knowing he couldn't answer. "Oh wait, that's right… _Babies don't eat ice cream._" he emitted Rebecca's voice, smirking. "Sometimes I wonder if Becky had a sheltered life as a kid?" he wondered, and relaxed in the shade.

Baloo savoured the taste of the ice cream, his eyes closed as he listened to the sounds of the park, from the singing birds and the laughter of the passing people, to even the warm summer breeze blowing through the trees.

Baloo sighed contently. This was sure a lot more peaceful than being at work to be sure, and though he would never admit it to her, Baloo had to admit that coming to the park was definitely a stroke of genius on Becky's part. He rarely went to any of the public places in Cape Suzette.

He was so content sitting there, licking the sugar and humming his favourite tune, that he didn't notice as the kid started to crawl away, over his belly.

Karnage had had enough. He knew he was stuck like this only until the end of the day, but he had already gone through more than enough for one lifetime, let alone a day. He had been cuddled, cooed at, and then jiggled about. The way Baloo treated him, he wasn't a baby… he was a rag-doll.

He slowly crawled over Baloo's gigantic gut. He was normally more cautious, with a little more stealth, but being a baby was not as easy as it looked. His body felt as though it was made entirely out of Jell-O. It was taking all of his concentration not to slip and fall off.

Finally, he made his way over to the side, and after positioning himself a little further forward; he slid down Baloo's side onto the grass. Fortunately for him, Baloo was more intent on finishing his ice cream than keeping an eye on baby Karnage, and had yet to notice that he was leaving.

'Okay,' Karnage thought to himself, as he started crawling as fast as he could. He panted furiously, as he waddled over the green grass of the park, not bothering to look back to see if Baloo had noticed him missing yet. If he had done, then Karnage doubted that he would be letting him still make a crawl for it.

'I'll just make my way over to the other side of the park,' he panted. 'Maybe I will be able to smuggle myself into someone's bag and… '

"Ohhh, look at you, sweetie-boo!" a velvety voice sounded.

'Huh?' Karnage thought, before getting whisked up into the air.

While this was going on, Baloo finished his second helping of ice cream and licked his lips and fingers, sighing in content. "Man, that was good," he said aloud. "Kid, trust me. When you're big enough, there is nothing gonna be sweeter than tasting your first helping of… " He stopped, noticing finally that the kid was no longer on top of him, or anywhere near him for that matter.

"What the…?" Baloo got up instantly, looking for the kid, but saw no sign of him anywhere. Panicking, he began searching, rushing over to the sidewalk and staring across the park.

"Oh man!" Baloo sweated in fear. "I've lost cargo before, but never a whole baby!" He blanched in fear, not just for the safety of the baby, but also of what Rebecca would do to him if she found out he had lost their first infant client.

'I'm sooo dead!' Baloo thought.

Then, the sweet sound of a baby crying reached his ears, and he looked over to where the sound was emitting.

"There, there," a woman's voice said soothingly, and Baloo felt a fresh sense of fear well up inside of him. He knew that voice very well, as did most of Cape Suzette.

Broadcast Sally, the Hippo-woman who was perfect for radio… Best heard and not seen.

She had in her arms the baby, which was even now bawling his eyes out, as she cuddled and fussed over him.

"The kid's got taste, gotta give him that," Baloo said. And after taking a deep breath, he made his way over to them.

"Hey, Sal," he greeted his would-be admirer through his teeth, but still attempting to sound friendly, however hard that might be.

Sally gave him a hungry look, almost as though her eyes were sizing him up for a Sunday roast. "Well, hello there… Big Bear," she said seductively, using her pet-name for him.

Baloo cringed at the sound of that name she used for him. Why was it he always attracted the more boisterous type of the female gender? Every time they met it was like he was in firing range, with her as the cannon and him as the target.

"Glad you found Junior for me," he said, hoping to make a run for it without her trying to get another date out of him. The one date with her had been plenty, one that he cared to forget.

"Oh, is it yours?" she asked interested.

"Who, me?" Baloo blushed. "Nah, just looking after him for the day." He held out his arms for the kid who seemed even eager than him to get away from Sally, but not enough to go into Baloo's arms, as he kept fidgeting about while he was handed over to him.

"Funny," Sally said, as she handed him over. "The way he squirms reminds me of you on our date."

Baloo blushed fiercely. He held the kid against him, as if for protection from the hunger-filled look that Sally was throwing his way.

"Yeah, well… Gotta go!" Baloo tipped his cap respectfully, and made to make a run for it. But Sally was all too ready for that, and grabbed him around his arm.

"Say, why don't we get together and have some lunch?" she suggested. "I know this quaint little family restaurant that do a mean steak, and some cute little children's menus. It'll be fun."

"Err, thanks, Sally," Baloo replied nervously. "Sounds great, but… I really have to get going. I promised Becky I'd have the kid back soon. I wouldn't want to disappoint her, you know, what with her being my boss and all…"

"Well, how about I go with you?" Sally replied. "We could walk the baby home and… "

"I came by bike!" Baloo said quickly.

"Oh," Sally said disappointed. "Shame I didn't bring mine. Oh well… " She grinned playfully, and stroked Baloo's chin. "Maybe we could catch up some other time then? How about tonight? There's this new film showing on at the theatre."

Baloo shivered slightly. "Ummm, I'll try, Sally… But my schedule's been really booked up lately. I dunno when my next free night will be."

Sally shrugged. "Well, call me when you have the time." She leaned over and tickled the baby's chin. "Bye bye, sweetie," she cooed at him and then walked away, blowing a kiss at Baloo before she left.

Baloo felt a gush of immense relief when she left. "Man, what I wouldn't give for a radar on her, so I know when to make a runner," he muttered, and then held up the baby to his face. "Now you, " he said sternly. "Don't you ever go wandering off by yourself again, you hear me? You might go and hurt yourself. Nasty boo boo."

The baby cringed his face at Baloo's baby-talk, but Baloo just put it off to gas.

"Now, why don't we go finish our walk then?" Baloo tucked the kid under his arm, and followed the sidewalk.

Karnage cursed in his mind. That darn Sally, or whatever her name was, had foiled his escape. She had found him crawling through the grass and picked him up before he could make a break for it. He had tried shouting at her, ordering her to put him down, but all that had come out was gurgles and baby noises. He could barely get a word out. It was like being at the dentist, with his mouth all gone numb.

There was nothing for it. It was beneath his dignity as a captain and a pirate, and went against his very nature, but try as he might… For the second time that day, he was unable to stop what was coming…

"WAAAAAAAAAAAA!"

Baloo jumped slightly in surprise, as the baby began to bawl and screech, waving its little arms about furiously.

"There, there," Baloo tried to soothe the infant. "Whats-a-matter?"

Baloo bundled the baby up in his arms, cuddling him. He tried calming him by pulling the usual funny faces and silly noises, but to no avail. He checked the baby's diaper, but found that he was clean. He reached into the baby's bag that Rebecca had given him before leaving, and brought a bottle to the baby's lips, but he just pushed it away.

Baloo checked around him, checking to see if there was anything nearby that might have upset him, but could find nothing amiss.

'Maybe meeting Sally messed the kid up worse than I thought?' he thought.

"Awww, come on, kid," Baloo near pleaded with him. "Give your unca Balooie a break, huh? Look, if you want another dance and song, then sorry, but I can't give you one just yet, not here. How bout I give you an I.O.U for later?"

The baby instead grabbed Baloo's lower lip and pulled it with all his might. Small as he was, he was strong for a baby.

Baloo yelped, and rubbed his lip. But he just grinned at the kid, laughing. "Quite the little scrapper ain't you, little fellow?"

Karnage grew angry. He had been known to reduce his enemies to tears, bringing the mightiest of men to their knees, pleading for mercy. And now here he was, being coddled for pulling a man's lip? This was unacceptable!

Karnage flew into a rage, hitting Baloo's face furiously, though he might as well have been an ant stamping on the foot of an elephant, for all the good that it did. He wailed and bawled, screeching so loud that people from all around looked on in interest.

Baloo was beginning to get annoyed. "Okay now, kid!" Baloo said sternly. "Hush up now, you hear me?"

Karnage took no notice, and just continued his onslaught of childish fits.

Baloo continued to attempt calming him down, but after a while it soon became clear that that was not going to happen.

"All right, kid," Baloo said in a final-tone. "You asked for it."

Before Karnage could even think to figure out what he meant by that, Baloo lifted him up, turned him around, and lowered him onto his knee. Karnage squealed and battered his arms and legs about, but to no avail. Baloo had one big hand over him, holding him secure so as not to let him fall, while the other one…

[SMACK!]

Karnage yelped, as he felt his bottom get spanked from behind, and immediately broke out into a fresh wave of cries. It was not really painful, just slightly more than a tap, but for some reason, Don Karnage could no longer control his own tears, as he cried hysterically.

"You're a naughty, naughty, _naughty_ boy," Baloo disciplined Karnage, as he spanked him.

If Karnage still had his own voice, he would be cursing some hefty strong words right about now.

'As God is my... OW!" Karnage yelped. "… I swear by the… OW!… I will have my… OW!… revenge, OW!"

After a few minutes, Karnage finally managed to get his fits of tears under control, and once he was silent, Baloo ceased the punishment and lifted him back up.

"There now," he cooed at him. "That's _much_ better. Good boy!"

Karnage only cringed his face at him, and imagined happy thoughts like being at his full size again with his sword, and shoving it right through Baloo's stomach.

Baloo rubbed his back, as an attempt to soothe him, or at least keep him calm. He didn't want a fresh batch of tears to crop up anytime soon.

"Okay, Baby Britches," Baloo carried him. "Let's get going. We have somewhere else we need to be right now. If we hurry, we just might make it."

Karnage cringed his little mouth. The title 'Baby Britches' was _really_ starting to tick him and his diaper off. He briefly wondered where they were going now? But since he couldn't ask, he just sighed and kept quiet, as Baloo carried him away.

They walked through the park for several more minutes until they came out at the other end where the shops were… Across the other side of the street, outside the park, was a jewellery store.

Karnage looked up in wonder. Perhaps this was the client that was supplying the gems that Baloo was transporting… Maybe this wouldn't be such a bad wish after all.

Karnage kept all quiet and peaceful, as Baloo walked across the street. His eyes glittered, as they approached the jewellery store, getting closer to the door.

But then, just as they were near the door… Baloo made a sharp turn to the left, and ended up heading into the building next door instead.

"Wha…?" Karnage tried to say, but instead all that came out was, "Waa."

Baloo patted his head. "Hold on, Baby Britches. Tis will all be over ina wittle while."

Karnage shuddered furiously. He didn't know what was worse… Getting bounced about like a ragdoll, or listening to Baloo's baby-waby talk.

Baloo walked into the building, but Karnage hadn't been concentrating on it, so he hadn't seen what the company was. They went into reception, and as Karnage observed his surroundings, he noticed that there were a lot of people there with children, most of them babies.

'Oh lord, have mercy,' Karnage pleaded with the almighty. 'Don't let Baloo be taking me to nursery school?'

"Yo, excuse me?" Baloo asked the girl at reception, a Yorkshire terrier with glasses and a lisp. "Baloo, appointment at 1200?"

The lady skimmed down her list shortly. "Ah, yes. Doctor Hamish is expecting you. You can go right through." She pointed to the door on the right of her.

'Ah, so this is a doctor's surgery we are in,' Karnage deduced. Baloo must be ill, hopefully with something serious.

Baloo cradled Karnage, as he walked through the door with the name 'Hamish' imprinted on it.

"Doctor H?" Baloo asked, as he entered, removing his cap politely.

"Ah, yes," a voice with a strong Scottish accent said. "Mr Balloon, please come in."

Baloo frowned. "It's BA-loo," he corrected the doctor. He knew his name wasn't exactly local, but did they have to keep mixing it up with something that was filled with hot air all the time?

The doctor, a black Scottish Terrier, was shuffling through some papers on his desk, which he then put down and got up to greet the bear.

"Nice to see you, laddie. Miss Cunningham telephoned us and said you'd be coming in today," he said.

Baloo nodded. "Sooo, can we get this over and done with already?"

The doctor shrugged. "Whenever you're ready, m'boy. Just place the target area over here." He indicated the bed that was next to him, patting the cushion.

Baloo sighed, and walked forward.

Karnage was curious as to what could be wrong with his chunky foe. He hoped there would be some pain involved. He was a bit surprised that Baloo would come willingly to the doctors without putting up a fight. He didn't come across as the brave type when it came to having some doctor poke you around.

"Right there will be fine," the doctor said from behind them.

Baloo stood next to the bed, and then sat down, still holding little Karnage with him. "This ain't gonna hurt, is it?" he asked.

The doctor simply waved his hand. "Nah, just a wee prick and it'll all be over. Now, shall we get this over and done with, as ye said?"

Baloo nodded, and Karnage was at first watching in earnest, like being at a film, waiting for the bad guy to get it… When Baloo suddenly held Karnage up, laid him down across his lap, and lifted Karnage's tail out of the way.

'HUH?'

"Thanks for filling us in this soon, doc," Baloo said thankfully. "Becky… Err, Miss Cunningham wasn't sure if she could get us an appointment this soon, without notice."

"Ah, no trouble at all, laddie," the doctor said, and came up with a very large injection needle. "After all, we have to make sure that all the wee bairns are kept healthy now, don't we?"

'Bairns?' Karnage felt a cold sweat appear on his forehead.

Baloo nodded. "Yeah, Becky wanted to make a good impression on her new client… So she wants to make sure his kid's triple-healthy."

The doctor nodded in understanding, and patted Karnage's rump with a ball of cotton. "Now then, little man," he said soothingly. "This be a big day for you, isn't it? Today's the day when baby has his first _booster_ _shot_!"

'NOOOOOOOOO!' Karnage wailed, as Doctor Hamish smiled encouragingly, lowering the needle right into Karnage's backside, while Baloo on the other hand just screwed his face up like he was chewing on silver foil, as the needle came down.

'Remind me to _miss_ my next doctor's appointment after this,' Baloo thought to himself.

0000000000

**Higher For Hire;**

**A Few Hours Later: **

Baloo whistled jollily, as he carried the baby through the door to Higher For Hire, bouncing him gently on his hip.

"Now don't you worry bout a thing, Baby Britches," he said, snuggling the little one. "It was only one little jab. You couldn't have felt a thing."

Karnage looked up at him with a pouting face, his lips all suckered up like he was sucking on lemon juice. 'If you think it was only a little jab,' he thought painfully. 'Then I would have loved to have seen you with a needle stuck in your…!'

"Yo, Becky!" Baloo called out, but after a few moments when she didn't answer, he shrugged. "Must be out. Oh well," he grinned at his young charge. "Guess we've got the whole place to ourselves then, huh, tiny?" He chuckled, pinching the baby's arm slightly, making Karnage hiss through his gums.

After the booster shot, Baloo had taken Karnage back to the park. They had walked around for a bit, and Baloo had gotten to show him off to a few women who had all thought he was 'utterly adorable', and then had taken him to the swings and roundabout, even though he was of course too little to play on them… not that Karnage would have wanted to anyway.

Karnage had not been too interested in the sights, as the booster had left him with a terribly aching backside. He had spent most of the remaining day clutching his wounded area, moaning.

Baloo had of course noticed his discomfort, seeing as he had been carrying him all day, and had attempted to comfort him. Something that Karnage had responded to by pretending to be 'all better', just so that he wouldn't have to listen to anymore of Baloo's insufferable baby-talk…

"There, there," Baloo had said. "Unca Balooie kiss boo-boo, make it all better!"

After the park, Baloo had taken him around a few of the shops, including a local diner, before returning him to the bike and peddling him back home to Higher For Hire.

"Okay then!" Baloo made his way over to the kitchen. "I think we've had more than enough troubles for one day, don't you, kid?"

Karnage would have given a snort as a reply, if he could master his lips to do so.

"So I think we'll just settle you down for your afternoon nap," Baloo continued. "Cos I could sure use one. But before that… "

Karnage moaned as Baloo jiggled him about, his rear end bumping into Baloo's hip, right where he had had his shot. 'Pleaseeeee,' he pleaded silently. 'Just let me crawl into that blasted crib and die.'

Baloo landed Karnage on the table, making him wince in agony, as he landed straight on his rear. 'I think…' Karnage breathed heavily, wishing he had the strength in his arms to rub his own backside to ease the pain. '… Baloo needs more lessons… in childcare.' He whimpered silently, trying to turn himself over. The booster jab was bad enough, but there was the other thing to consider as well...

For almost the entire day, Baloo had been force-feeding him milk, juice and other such liquids. Because of which, Karnage's bladder had swollen up to the point of combustion. True, he was wearing a diaper, but to have such an accident would not only be demeaning, but it would also mean that he would have to have Baloo _change_ him… something that, needless to say, he had no care for in the least.

Baloo was meanwhile busying himself in the kitchen, grabbing a few things from the cupboards, and then reaching for a bag that Rebecca must have left for him earlier.

"I don't think Becky would fancy seeing you with grass-stains all over you." Baloo said. "And I don't think your mom and pops would like it too much either."

Karnage's eyes popped out at what Baloo was holding in his hands, which was… a bottle of baby-powder and baby-shampoo.

"So let's say we get you all cleaned up then, huh?" Baloo smiled, as he walked over to Karnage, his hands reaching out for him. "It's _bath_-time!"

"NO! NO!" Karnage wailed, slapping futilely at Baloo's hands. Although the words he spoke were more like 'OG! OG!' than anything else.

Baloo chuckled. "Can't stand baths either, kid?" he said, understanding. "Been there, done that. Never could stand them myself. I remember when I was a kid, my mama had to chase me clear across Cape Suzette before she could get me to take mine. But come on, no time like the present." he said, while trying to undo Karnage's diaper.

Karnage wailed louder, as he slapped at Baloo's big hands, screaming like mad. Out of all the abject things he had had to put up with today, this was something he _definitely_ needed to get out of.

Baloo winced at the baby's high pinched cries. He tried tickling him again on the belly, but all that seemed to do was add more volume to his cries. (Mainly because all this excitement was not helping Karnage to keep control of his bladder)

"Whoa, I take it all back," Baloo said, amazed. "You hate baths waaay more than I ever did."

At the baby's ongoing screams and wails, Baloo finally relented. "Okay, okay," he said in defeat. "You win! We'll quit the bath idea for another time. We'll just stick to the old spit and shine for today."

'Oh, thank Go… ' Karnage thought, and then gagged, as Baloo took out his hanky, spat into it, and wiped it on Karnage's face. 'Ewwww, you unhygienic… '

"Theeeere we go!" Baloo dabbed Karnage's little button-like nose. "All clean now!"

Karnage grumbled, and just stayed sitting there with an extremely unhappy look on his face.

Baloo cocked his head at him, looking thoughtful, and then put both his fingers at either side of the baby's mouth, trying to make a smiley face.

"Do I get a smile?" he said jokingly, to which Karnage just gave him a dirty look.

"Awww, come on," Baloo said, as he pulled a funny face. "One big smile for unca Balooie!" But Karnage remained defiant, staying perfectly still.

"Ooo-kay," Baloo said, not hindered by the kid's lack of enthusiasm. "Then how's about we… " Baloo then reached out with his hands, grabbed Karnage, and tossed him up in the air.

"WHOAAAA!"

"How's bout we play a game of catch then," Baloo said, laughing.

Karnage squealed, as he soared up to the ceiling, and then fell back down into Baloo's waiting hands. He winced, desperately trying to keep his bladder in check.

"Whoooops-A-Daisy!" Baloo called, as he threw him back up into the air and then caught him, again and again. "Whoooops-A-Daisy!"

Thankfully he never missed him, but on the last time when Karnage fell back to earth, he ended up landing straight onto Baloo's shoulders.

"High-ho, Silver!" Baloo laughed, as he knelt down on all fours, playing horsy rides with the baby on his back. "Away!"

Karnage shivered uncontrollably, his nerves in a frantic state after being thrown up to the ceiling so many times. 'My indignity and disgrace is now officially complete,' he thought, as Baloo made trotting sounds with his mouth, and Karnage dug his puny hands into Baloo's hair, clutching on for dear life.

'It wouldn't be so bad, if I only had those steely things that cowboys wear on their boots,' Karnage thought smiling, as he imagined himself kicking into Baloo's sides, making him cry out in pain. But unfortunately, he didn't even have a pair of knitted booties on his feet, and the strength he had presently in his legs wasn't enough to even stomp a bug.

Baloo sung to himself, singing some nonsense words that made no sense at all to Karnage, as he made his way back to the room where the crib was, still on all fours.

"Doo-bee doo-bee doo-bee-dee-doo, " Baloo quietly hummed, swinging his hips and tapping his feet and hands as he did so. "Well, it's a doo-bah-dee-doo! Yes, it's a doo-bah-dee-doo! I mean a doo-bee doo-bee, doo-bee doo-bee, doo-bee-dee-doo… "

Karnage groaned. If anything, these constant songs that he had been hearing from Baloo all day were enough to drive him stark raving mad. What was it with this bear and singing?

When Baloo finally got to the crib, he straightened his back, holding onto the baby so that he wouldn't fall, and lifted him up over his head.

"Oke doke, kiddie," Baloo said, putting back on the baby talk. "Time for Baby Britches to lay down for his nappie-wappie."

Karnage felt momentarily relief. There was only a few moments left of sunset, so he could just safely sleep away the last few seconds of this horrible day away.

"There's a good wittle boy!" Baloo said, as he put the baby down to sleep in his bed. "Now, haven't we had an exciting day today, little man?" He tucked the baby in with his blankets. "You went and had a nice little ride on the bike with your uncle Balooie, and seen lots and lots of new sights today."

Karnage felt like committing murder, but at the moment all that he wanted to do was just to sleep.

"There we go," Baloo puckered, as he tucked the last edge in. "All nice and snug as a bug in a rug."

Karnage rolled his eyes and tried moving, but found that he was securely tucked in, as he could barely move. He looked at the wall and noticed that the rays of sun were beginning to dim, meaning that sunset was close to finish. He sighed in relief, glad that this day was almost over with. This was another day, but one above all the others, that he was most sincerely glad to be rid off, and never wanted to be reminded of again.

Then, Baloo said the scariest thing that he had said all day…

"Oke, wittle diaper man," Baloo leaned his head slowly forward. "Time to say nighty-night. Give your unca Balooie a night-night kiss."

Karnage blanched and yelped, struggling to free himself, as Baloo's face came dangerously close, with his lips all puckered up as thick as pork sausages.

Karnage turned his face away, as Baloo's face came down.

'Ewwww,' Karnage grimaced.

"Nighty-night, _Baby Britches_," Baloo said, using that blastingly ridiculous title that Karnage had been stuck with all day, as he reached the baby's cheek…

But then, just at that moment, and none too soon, the all too familiar puff of smoke came, and Don Karnage suddenly found himself lying on his own couch, in his own quarters, on his own ship, and thankfully… in his own pants.

Karnage sighed in relief, but just in case… he began wiping his face, wiping off whatever germs he had contracted during the day from that insufferable pilot.

"So how did it go?" the Genie's tiresome voice asked curiously. "Find out anything new today?"

Karnage stopped what he was doing, and stared at the Genie who was hovering near his desk, his eyes like daggers.

"Ummm, I did get it right this time, didn't I?" the Genie asked nervously, not liking the look in his master's eyes.

Before Karnage would say anything though, he seemingly got a look of pain in his eyes, and immediately ran headfirst into his private bathroom. A few moments later, sighs of relief could be heard through the door, followed by the flushing sound of the convenience.

The Genie raised his eyebrows, and watched as Karnage re-entered the room, his face looking as though he had just swam the Atlantic.

"What, don't they have lavatories in Cape Suzette?" the Genie asked.

0000000000

**Higher For Hire; Same Time: **

Baloo jerked slightly, and found himself standing in one of the storage rooms, his body leaning forward, and his lips all puckered up as though he was about to give someone a kiss. The only thing was… Was he just about to give Molly's doll, Lucy, a kiss?

Baloo grimaced, and straightened his back. He stood there for a second, as he blinked his eyes, looking the place over. He felt slightly dazed and confused, but found nothing to be amiss.

"Now what did I come in here for?" he wondered out-loud.

After a few moments, he decided that if he couldn't remember it, then it obviously wasn't that important to begin with, so he chose to ignore it. If it were really important, then he would remember it later.

As he walked out the room, he couldn't help but get the strangest feeling that something was missing? He looked back to double check the room, but still saw nothing out of the ordinary, aside from all the boxes with old files and paperwork, and crates filled with old ridiculous ideas that Rebecca had once had that didn't work out… There were an awful lot of those crates, too.

"Must be loosing my marbles," Baloo shrugged.

"Baloo!" Rebecca's voice called him. "Have you finished the filing yet?"

Baloo groaned. "What am I, your secretary? Hold your horses, Becky, I'm coming." He walked out of the storage area, and into the main office.

"Hey, Becks," he said, as he made his way over to one of the filing cabinets. "You wouldn't believe the…"

"If you're gonna tell me what you had for lunch, I'm not interested," Rebecca warned him.

Baloo snorted. "No, not that… Well, not entirely that, but no… I had this really weird dream… "

"Good for you," Rebecca said, loosing interest, as she shuffled through some more reports.

"I dreamt you left me to do some baby-sitting," Baloo continued, despite her lack of interest.

Rebecca burst out laughing. "Me? Leave you to baby-sit? HA! I have enough trouble letting you out to do deliveries, let alone look after Molly… "

"No," Baloo interrupted her. "It wasn't Molly. It was some other kid."

"Oh, who?" Rebecca asked, still not really interested, but listening anyway.

Baloo shrugged. "Beats me. _He_ was a baby, real small, quite a cute little fellow. Never saw him before, but I couldn't help thinking there was something familiar bout him… " Baloo scratched his head, attempting to recall the child's face, but failed. "Any-who, I dreamt that I spent the whole day with him, had a good time, and then I woke up just as I was tucking him in."

Rebecca smirked. "Maybe this is your subconscious mind's way of telling you to stop lazing about and think about doing your job, and settling down with a wife and raising kids of your own?" She laughed, trying to imagine Baloo as a father figure.

Baloo frowned at her. "Hey, I happen to be real good with kids."

"You should be," Rebecca agreed. "You have the same maturity as them."

"HEY!"

Rebecca laughed, and continued with the reports on her desk, while Baloo helped out with the filing.

The dream wasn't really such a big deal, but he would have preferred it if Rebecca had listened to him with some interest at least. Then again, he supposed he couldn't blame her for not paying too much attention, as he wasn't the most serious of people. She probably thought he was just joking, as he usually did.

The truth was, that dream about the baby was the fourth dream that he had had this week. None of them had been bad dreams, nothing serious. It was just that Baloo hadn't been known to dream much. He had always been too lazy to dream, just sleep.

The first two dreams were not at all interesting. They involved him being at work mostly. The first one involved him walking about the office, and hearing strange noises, but seeing no one there. That was all.

The second had again been set at work, but instead of walking, he had been sitting down in his favourite chair. Nothing unusual there, except that the chair had been making a lot of noises, almost as though it was crying or screaming. Oh, and it also had a new orange cushion on it for some reason.

The third dream had almost seemed completely normal. If it hadn't been for one minor thing he would have thought nothing of it, and might have even assumed that the dream was actually a memory. The only thing was that everyone in the whole wide world… was _him_.

Everywhere he had looked, from Becky in Cape Suzette, to even Louie on his island… Everyone had all looked, talked and acted just like him. Even Rebecca's little girl, Molly, and Kit had looked just like him when he was a kid, with the exception of the pink bows and the green jumper (green had always been his worst colour).

Even stranger was that everyone had even answered to his own name and no one, not even he, had noticed anything weird about it? Both he and everyone else had just gone on about their… or should he say… _his_ daily routines, acting as though everything was hunky dory. The whole planet was populated, literally, of just millions of him.

He remembered, in the dream, waking up and noticing that his alarm clock was saying 1030AM, which meant that he had overslept again. He had been a bit alarmed, as Becky was never one to let him oversleep, not when there were deliveries to do. He had practically chucked himself out of bed, changed into his shirt and cap, before racing to his door. He almost didn't notice that his favourite song, The Banana Boogie Woogie Blues, was playing, which was something else that Becky would never _ever_ allow?

When he realised what had been playing, he began to wonder if perhaps someone had broken in, captured Becky and the others, and were holding them hostage. Because Becky had told him often enough that if he ever played that dratted song again, she would smash that record down on his head.

With that in mind, he had tiptoed out of his room, across the landing… and then saw four other versions of himself all dressed up in Becky, Kit, Molly and Wildcat's clothes, all of whom were partying in the rooms downstairs. With the exception of Becky who, like Baloo would do, was snoozing in her chair with her/his feet up.

Baloo had been surprised at first, but that shock was more direct at the fact that no one had gotten him up for the party. He hadn't even noticed the fact that everyone had been turned into a clone of him. After which, he had just gone straight downstairs, grabbed the nearest burger he could get for breakfast, and then began cutting the rug with a Baloo-ified Kit.

Baloo wiped his brow. 'I better lay off the midnight snacks,' he thought. 'If I keep having dreams like these, I'm gonna end up in the nuthouse.'

0000000000

**The Iron Vulture;**

**Karnage's Quarters;**

**One Hour Later: **

After about an hour, the Genie reappeared in Karnage's quarters. He had decided to leave for a while, to give Karnage some time to mellow.

"Sooo… how you feeling?" he asked slowly.

Karnage glared at him, and then said silently. "In reference to your earlier question… Yes, I did learn a few new things today. Things like… getting my bottom smacked, having a needle jammed up my tail, getting force-fed!"

The Genie's eyes bulged a little when he said that. "Is that some new way of interrogating undercover agents?" he asked.

Karnage snarled. "No, it most definitely is not! Because of you, and your stupid magic, I have just spent the day revisiting my childhood! And allow me to tell you… after today, I am certainly glad that my childhood ended a long time ago!"

The Genie floated further away, as Karnage came closer.

"Well, surely it couldn't have been as bad as all that?" the Genie said hopefully. "I mean, how many get to relive their childhood days, eh?"

"Do you have any idea of what I've been through today?" Karnage snapped. "It was humiliating enough being reduced to infancy, but to spend the day with none other than my biggest enemy, with him as my caretaker… I will be in therapy for the rest of my natural days."

"Well, what happened?"

"I've been hugged to the point of suffocation," Karnage temporarily forgot his anger towards the Genie, more intent on complaining about his days mishaps. "Taken to the doctor's for my booster shot, which I might add I did not need! I happen to take great care when concerning my health, thank you very much… I have been forced to eat disgusting vile chunks of green smashed up mush, which they dare call food. Speaking of which, should I ever have children of my own someday, remind me never to buy ready-made baby-food… I've been held over someone's knee, had my backside spanked, and my dignity taken, and… " He shuddered.

"What?" the Genie asked, genuinely interested. If this was a show, then what he had just told him would make a great comedy.

"There were two things out of the whole day that were enough to fully scar my mind with all manner of nightmares and bad dreams for the rest of my days and nights to come."

"What?"

Karnage shuddered again. "The first thing… was… Baloo took me out for a bike-ride."

Genie cocked his head at him. "What's so wrong with that? You got to go out, get some fresh air… "

"And see the sights! Yes, I know," Karnage finished for him. "What is it with people and getting out, inhaling the air that is fresh, and seeing the sights?"

"Well, there's nothing wrong with that." The Genie wondered. "What was the problem?"

Karnage glared at him. "Let's just say I didn't see as much as the sights, as I would have wanted." Karnage shivered.

The Genie was about to ask something, but stopped, as Karnage was not finished with his current complaint.

"If Baloo should ever have any children," Karnage continued, "then I, Don Karnage, pity them most of all, especially if he takes them out for 'bikie-rides', as Baloo calls them. They'll probably grow up scarred for life, or marry a Sumo Wrestler, and everyone will wonder why?"

The Genie blinked. "I… don't get it?" he said finally.

Karnage shivered again, adjusting his collar uncomfortably. "You have heard of the old phrase 'bottoms up', I trust?"

"Yes?"

"Well, when you're below 20 inches tall, strapped to a seat with a gigantic bear sitting right in front of you, that phrase is taken most literal!"

The Genie blinked again, and shifted in the air. "Umm, what was the other thing that you most disliked?"

Karnage wiped his cheek furiously. "It would have been a _long_ time before I would ever be finished in washing my cheek, if you hadn't brought me back when you did. Baloo apparently plays the part of the loving, if not overbearing, parent very well indeed."

The Genie looked confused, but didn't say anything. "Well, umm, sounds like you had one hectic day there? How's about a drink, on the house?"

"Yes!" Karnage laid down on his couch. "Make it so. I have not had a decent drink all day. That insufferable Baloo made me drink nothing, but milk and juice all day. Get me a large scotch!"

The Genie snapped his fingers. "There you go."

Karnage felt something enter his fingers, and he gratefully held the container up to his lips for a soothing drink. But when he brought the container up to his lips, something rubbery touched them, and he opened his eyes…

"GENIE!" Karnage bellowed, as he found himself holding a baby's bottle, with a large Scotch inside.

"Sorry, boss," the Genie said honestly, smirking a little. "Couldn't resist."

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**Day Six; Late Afternoon;**

**The Iron Vulture: **

After spending most of the day shouting, cursing, and driving his men downright crazy, Karnage had finally managed to get himself settled in his quarters. He was almost relaxed when…

"Aloha!" the Genie sprang out of existence, popping out like a Jack-in-the-box.

Karnage however did not move, or even jump. He had long since grown used to the Genie's constant appearing and disappearings, and quite frankly he had nothing to say to the Genie tonight, if ever.

"So what are we on for tonight then?" the Genie asked, flying about the room. "You know, if you work it right this time, you could have those gems you're so interested in by this time tomorrow?

Karnage said nothing and just stayed sitting where he was, in his favourite chair, resting his eyes.

"Hallo! Anybody there?" the Genie called.

"I don't recall summoning you," Karnage said without opening his eyes.

The Genie shrugged. "Well, you haven't called me all day. I thought you might have forgotten… So what do you want for your next wish?"

"Nothing," Karnage simply stated.

"Nothing?" the Genie asked loudly. "What do you mean nothing? You have to want something!"

"Nope," Karnage replied. "For two reasons… A; I have finally come to the realisation that your wishes bring me nothing, but grief. Not to mention some painstaking nightmares… and B; it is close to passing sunset, so you could not grant me a wish even if I wanted. So, with all that explained, I bid you adieu."

The Genie looked confused. "What do you mean I couldn't grant you a wish past sunset? Course I can grant a wish, I've done it before on previous wishes. Why ever would you think so otherwise?"

Karnage did open his eyes then, and looked up sharply at his mystical servant. "Those wishes you granted only took affect on the next morning at sunrise. You said you couldn't bring my wishes to life after sunset!"

The Genie laughed. "I never said a thing like that. I can grant any wish at any time. It stays active only until the _next_ sunset, no matter how far off that is. I told you… whenever you make a wish, it lasts only until sunset. Then the spell wears off, and everything goes back to the way it was before you made the wish. But I never said anything about not being able to make the next wish happen _after_ sunset. I tried telling you, but you wouldn't listen… I just thought you were in a union or something."

Karnage growled under his breath, but still did not get up. "So I could make a wish now, at night, and it would last all the way until tomorrow?"

"Until tomorrow's sunset, yes," the Genie confirmed.

Karnage shrugged. "Well, that would have been helpful had I known earlier, but for now… Good day to you, what's left of it."

"Oh, come on!" the Genie pleaded. "Don't be a spoilsport… I know not all of your wishes have turned out 100% perfect… "

"100%?" Karnage sat up abruptly. "I would settle for even 30%, but your wishes don't even come to 15!"

"Well, it's not my fault, you know," the Genie said, defending himself. "I warned you to always be specific in your wishes, as they can go either way. But you wouldn't listen, and… "

"Spare me the lecture, I've had enough!" Karnage sat back down again, and closed his eyes. "Since meeting you, I have been made transparent thus nearly giving myself a concussion. I have been turned into a chair, and have gotten squashed. I have lived a day in a world full of Baloos, as if one were not bad enough. And to top it all off, I just spent the whole day with Baloo, with him as my babysitter… No more, Genie! That last wish was your final chance, and I have had enough! You are well and truly through with. Be gone!"

The Genie looked hurt. "Well, if that's the way you feel. I suppose I should just get back into my bottle… find the nearest beach, drop it there, and wait a few centuries for some other lucky soul to find me."

"That is sounding like a plan," Karnage simply replied. "I would go along with it."

The Genie however did not take umbrage, but just started slowly moving away. "I just hope you can live with yourself, knowing that you drove me away?"

"I believe I will survive, my floating fiend."

"I mean," the Genie continued, ignoring the 'fiend' comment. "It would be such a horrible burden, having to live years knowing that you had just given me up, along with your one chance at claiming those _precious gems_ of yours."

Karnage opened his eyes again, his attention grabbed.

"Let's face it, Donny," Genie smiled, floating farther and farther away. "Without me, you've got no chance at finding them. You need me to get to this Baloo buddy of yours, find out all he knows about them, and then steal them… There's no way you can do it without me, is there?"

Karnage found himself grinding his teeth in anguish. Try as he might, he knew that what the Genie was speaking was true. He could try kidnapping Baloo, or plant some spies at some of his various hangouts, all the usual stuff… but Baloo was wise to his way of thinking. Chances are they would all be useless, and he would learn nothing.

Karnage clenched his fists, grinded his teeth some more, before finally succumbing to his fate, sighing as he got up.

"Fine!" he relented. "Genie, you have one final chance to redeem yourself."

The Genie turned around, and whizzed across the room at lightning speed, right up to Karnage's face, where he grabbed the pirate's cheeks and kissed him quickly on the mouth.

"Donny, you won't regret it!" he said joyfully.

Karnage spluttered and wiped his mouth. "For starters, don't call me Donny, and second… " He grabbed the Genie's neck. "Kiss me again, and I'll have your guts for garters!"

"Right!" the Genie held up his hands. "No problem! No kisses… So, what's your wish for tonight, master?"

"Not just yet!" Karnage interjected. "Since there's no time limit on when I can take my wish, I am going to take my time and ensure that this time there will be no mishaps."

Karnage went over to his desk and rang the buzzer that was on it, indicating that he wished to speak to some of his men. He then grabbed a pen and paper, and started writing.

0000000000

Almost an hour later, Karnage finally finished what he had been writing on, what he affectionately referred to as 'the perfect wish'.

The Genie had stayed where he was, floating aimlessly in the air, bored out of his mind. He absently checked his fingernails, counted the cracks in the wall, and even played Eye-Spy with himself.

After he had rung that buzzer, two of Karnage's men, the ones called Mad Dog and Dumptruck had come to his quarters. Karnage had spoken to them about his newest plan, explaining what he was planning.

It turned out that Karnage was not just planning a simple information retrieval this time. He was intending to get both the information he required, and kidnap Baloo at the same time. That way, there would be no accident or a chance of a mishap. He wanted the information on those emeralds, and nothing was going to stop him this time.

"Now listen, my men," Karnage had told them. "Once I, your glorious leader, have wormed my way into Baloo's confidence, I intend to trick Baloo into flying me back here in his own aeroplane. Once here, you are to apprehend his plane and capture him. Understand? However, there is no way of telling what my new form is going to be, as I'm having the Genie transport me straight to wherever Baloo is. It might be his home, as it has been every other time that I have been there, but there's no way to know for sure. So, when I eventually return to my ship, I will… Ummm, I will recite a secret password, something that only the three of us will know, okay?"

His men had nodded, and Mad Dog asked, "What's the secret password, captain?"

Karnage thought for a moment, and then said, "Treasure!"

The Genie had rolled his eyes at that. "Nice original password for a pirate," he murmured. After their talk, Mad Dog and Dumptruck had left the room.

"Here it is!" Karnage announced, waking the Genie out of his reverie. The Genie had been in the middle of considering going back to law school, when he interrupted.

"I have succeeded now in working through your genie tricks, Genie," Karnage told his servant smugly. "I have gone through each of my words so carefully, I might as well have gone through them, as they say, with a fine toothcomb."

"Super," the Genie said, glad that he was just finished. "So, shall we get down to it, and get your wish on the go?"

Karnage held up his hand. "Not so fast, I must first explain my wish clearly, okay?" On the Genie's nod, Karnage continued. "Well, as you may have already guessed, I wish to be wherever Baloo is, and only the _real_ Baloo, understand?… But I also wish to be in the form of something that he will wish to be near, like a close friend or associate. But keep in mind… I wish there to be no mistakes. This time, I want it made clear that I have no desire to be turned into anything other than another person, and I do not want my age reversed or induced, and there being minimal risk of me getting hurt, understand?"

The Genie nodded. "Okay, got it. Get changed into someone that Baloo won't mind being close to. No getting changed into anything other than another person, and you only want to be close to the real Baloo, the original model, no one else. No getting your age changed, under any circumstances, and hardly any chance of you getting banged up, correct?"

"Correct!" Karnage said, believing he had finally won something over the Genie.

"Is that your final say on the matter?" the Genie checked. "Oh, and you understand that since you're making this wish now, it won't wear off until tomorrow's sunset, so you're in for a long wait?"

Karnage waved him off. "No matter. As long as I'm not a baby, or a piece of furniture, then that will be fine."

"O-kay!" the Genie cracked his knuckles. "Alakazam and Hey Presto! Let this Fox catch the eye of the one he wants so!"

A click of his fingers, the following flash and smoke, and Don Karnage was gone.

"Good wish," the Genie said, looking around the empty room, and taking a swig of the captain's Brandy. "It was an almost perfectly specific wish… _almost_."

**To Be Continued…**


	3. Chapter 3

_**Talespin does not belong to me, nor do any of its characters… They're Disney's! I'm not in this for the money, just for fun! All original characters belong to me, but anyone is welcome to use them if they wish. And anyone who wants to use any of my scenes, to attempt a bit of art, then please go right ahead!**_

_**Just in case some people get insulted at the way some scenes are written, such as the sexist remarks… etc. Please remember that I'm trying to keep all the characters in line to the show, so things like sexism was typical for Baloo and other characters, and remember that the show was set in the 1930s, so things were different back then.**_

_**These fics also came with illustrations, but obviously you can't see them on FF. To see this fic in all its glory, go to the Talespin website (remove spaces)…**_

_**www. Animationsource .org/ talespin/ en/ fanfic/storyseeker1/ 20493. html**_

0000000000

**Louie's Place;**

**One Second After Karnage's Wish: **

"Shoulder-bump, rump-bump, arm-slam, hip-bam!" Baloo and Louie both chorused together, as they bumped their shoulders, rump and hips into the others. It was part of their new dance that Baloo had constructed, after having one too many milkshakes.

"Shoulder-bump, rump-bump, arm-slam, hip-bam!" they repeated, playing in tune to the music that the band was playing. Then Baloo got a hold of Louie, grasping him in a head-lock, and… "Noogie! Noogie! Noogie!" Baloo laughed, as he rubbed his knuckles into Louie's scalp.

"Hey! Watch the doo, cous!" Louie belted Baloo away, adjusting his hair.

It wasn't much of a dance, but there really wasn't a whole lot going on that night. Louie had decided, for once, to try a single's night, something for all the singles out there to get together at. Baloo had been all for it, but the only problem was, although there were plenty of bachelors at this party… there weren't any _bachelorettes_.

"Aw man, let's face it, Baloo," Louie said half in dismay, eyeing his club. "This evenin's a wash. A single's night isn't much, if the only singles here are those of our gender."

Baloo shrugged. "Yeah, but come on, Lou. The evenin's still early. We might still get some honeys arrive here."

Louie laughed. "Even if we did, how long do you think they'll stay?" He pointed at the rows of tables and chairs. "Take a good look at our brethren tonight, cous. They ain't exactly high quality."

Baloo had to admit that Louie was right there. Most of the guys that had shown up were those that had let themselves go, big time. One was an enormous polar bear; with an even bigger gut than Baloo's, a huge Gorilla with a few teeth missing, and a pair of overgrown weasels with buckteeth and sly looks. Some were okay, a group of Panthers from Kahn's Air Forces, but most looked to be nothing more than overweight pimply losers who were way past the desperation mark.

Louie smirked. "Face it, cous. One look from any of these guys, and any girl would do a runner to the next continent."

Baloo laughed, and boasted. "Not if she saw me first!"

Louie snorted. "Man, the only time a girl ever took one look at you, and came back for more, was that one girl from the IRS. And that was because you hadn't paid your taxes."

Baloo snorted back at him. "Louie, Louie, Louie… You gotta realise that when it comes to women, I'm the man!"

Louie merely waved him off. "Well, _man_, even if you were right, it's not as though there's any… _HEL-LOOO_!" Louie's eyes looked as though they were ready to bulge right out of their sockets.

"Huh?" Baloo looked to where he was staring at, and felt his own eyeballs ready to pop out, as he noticed a stranger come into the club.

Many of the other men in the club couldn't help but notice the way Baloo and Louie were staring at something, their eyes as wide as saucers, and their tongues rolled out of their mouths, panting like they hadn't had water in a week. Curious, they looked to where they were staring at… and soon, more tongues were wagging.

From across the room, Karnage blinked in confusion. He had found himself sitting on a barstool in the establishment of that ape-friend of Baloos.

Karnage forgot momentarily that he was no doubt in disguise from the Genie's magic, and panicked, realising that he was in the middle of the bar, and more than a few customers were already looking his way. He put his hand up to his face, hoping to shield his appearance from them, and then he paused…

There, staring back at him from across the bar, was the most gorgeous female he had ever laid eyes on. She was a Vixen, a lady-Fox, with long shining red hair, a magnificently sleazy figure, with a full buxom and pouting red lips. She was also wearing the shortest, and tightest, red dress that he had ever seen. His heart was already beating fast, and the heat in the room seemed to increase a thousand degrees.

He almost forgot the reason why he was there, and raised his hand to smooth back his hair, making himself look more presentable, only to watch her do the same. At first, he thought something like 'great minds think alike', but with every move he made, she did exactly the same.

Karnage's mind went blank, as the reality of the situation finally hit him…

He was staring into a mirror…

He moved his hands in front of him, looking down, and saw to his dismay a pair of women's hands, with long red fingernails. He gulped, and moved his hands down all around his body, and found a couple of things that were definitely _**not**_ there before, and some things that were _missing_.

Had it not been for the crowd inside the bar, Karnage would most assuredly be screaming right about now.

'That stupid, incompetent, brainless, idiotic…_Genie_!' There was no curse word strong enough for Karnage to think of.

"Hey, doll!" a voice, heavy with the sound of drink, said.

Karnage looked to his left, just in time to see a large black Gorilla, with several teeth missing, and a bad case of B.O, sit down right beside him… or _her_, as that was now the case.

"What's a petty wittle ting like you doin inna place like tis?" the Gorilla slurred, as he took a swig of beer, and then belched loudly.

Karnage winced at the smell. This guy had obviously had one too many drinks tonight.

"Hey, babe!" another shout sounded through her other ear, and she turned to see a huge fat Polar Bear, even bigger than Baloo, sit down right next to her on her other side.

His large rotund shape took up the room of almost two seats, and was pushed up against her, his hip snuggled next to hers.

Karnage felt heat rush to her face.

"I just came in for a drink," she hurriedly said, "but I believe I have changed my mind. My head, she has the headache, so see you, goodbye." She got up to leave, but was unable to move, considering the two fatsos had taken up most of the room, and had boxed her in-between them.

"Awww, stay bit longer," the Gorilla said, putting on a pouting face, attempting to be sweet, but looked more like he was going to throw up. "Tat's a mighty petty accent ya got tere."

"Yeah!" the Bear added, as he snuggled up closer, wedging Karnage tighter in-between the two of them. She felt as though she were in a vice. "Ain't everyday we meet a gal as high class as you." He patted her hand. "Where you from, France, Italy?"

Karnage wanted nothing more than to draw her word and run these guys through, but unfortunately it seemed that her sword had been replaced with some lipstick. She clenched her teeth, gagging, as she could smell the alcohol on their breaths.

"Well, as flattering as that is," Karnage tried to push them away, but it was like trying to push a couple of mountains. "I really have to be going. I've got work to do… " '…And a Genie to send to the afterlife,' she added mentally.

"Well, how bout a goodbye kiss then?" the Bear puckered his lips.

"An a cuddle to go with it," the Gorilla added, leaning forward, smooching his own lips.

"Uh oh, looks like the lady could use a hand," Louie noticed from the background.

"Better yet, how bout two?" Baloo said grimly, as he cracked his knuckles.

The two of them started to make their way across the room, to where the trio was sitting, but before they got there…

"OOF!" the white Bear painfully sounded, as the pretty woman elbowed his gut.

"There are two things you should be aware of, my not so slim friends," the lady said, as she swung around on her stool, and stood back from her two would-be admirers. "One, I don't kiss on the first date, and two… I would rather peel away my outer layer skin, and roll around in salt and vinegar, then kiss or be kissed by the likes of you!"

Baloo and Louie stopped, and stared as the lady grabbed the Bear by the scuff of his neck, and landed a fast one to his jawbone.

The Gorilla was just as drunk as the Bear, but he had more sense, despite his heavy drinking, and stayed clear of the fiery tempered young woman.

Baloo and Louie stood where they were for a moment or two, watching the scene unfold, until Baloo grinned and said, "I love a lady with spunk!" and continued on over to the scene.

"Hey, wait for me!" Louie said, and hurried to get in front, but Baloo had a small head start. He got there just as the white Bear was standing up again, glaring at the lady in question.

"Pardon me, guys!" Baloo loudly sounded. The two males looked to see the big grey Bear glaring at them menacingly.

"I think you guys have overstayed your welcome," Baloo warned them, as he pounded his fist into his hand.

"Awww, come on, Baloo," the other Bear whined. "Can't a couple of single guys have a little fun? It is supposed to be a fun night, isn't it?"

"Not when it's at other people's expense, no," Louie interjected. "This is my place, fellas. If a lady says no, then she means no. So wise up, or get out."

The Polar Bear grumbled a bit, but quietly moved away, heading toward an empty table. The Gorilla looked as though he was going to follow him, but barely made it two steps forward before he fell flat on his face, unconscious.

Baloo blinked. "What drink you been giving him?"

Louie shrugged. "Pineapple surprise."

"If I were you," Baloo said, "I'd cut out the surprise, pal." He then noticed the pretty lady looking at them. There was something familiar about her, but Baloo couldn't quite put his finger on it. He was sure he hadn't met her before, as he would remember ever meeting someone as gorgeous as she was.

Baloo was even now finding it hard to breathe, as he looked at her. Darn, was that dress she was wearing even legal? He had never seen a dress, or any sort of outfit, cut so tight and so short. The way it fit her, she might just as well be wearing nothing at all. It was no wonder than those guys had acted crazy around her.

"Ma'am, welcome to Louie's!" Louie suddenly burst in, taking the lady's hand. "I am Louie, and this is my humble abode. Allow me to make your stay a little more pleasurable and get you a drink, on the house of course."

"You know what?" Baloo broke in, and bumped his hip into Louie's, sending him flying over the floor. "Drinks are so informal. How's about you and me grab a bite to eat?" He took her hand, bowing formerly, while he tipped his cap at her.

Karnage felt like running her sword through everyone, starting with these two, her most hated and second most hated enemies, and then through those drunken oafs. Her face felt like it was on fire, from anger and embarrassment.

"Thank you," she said through clenched teeth. "But I really have to be going. I only meant to stay for one drink, and I… "

"Awww, come on, I insist," Baloo tucked his arm under hers, and led her away.

"We both insist!" Louie sprang up out of nowhere, hooking his arm under Karnage's free one, glaring at Baloo. Both of them tugged Karnage, each a little closer to themselves, but Karnage made sure to keep herself neutral.

Karnage tried to free her arm, but it was like being locked in chains. Baloo and Louie were nothing if not persistent.

"Baloo," she tried saying "I really must… "

Baloo led Karnage to a secluded table and seated her down in the middle, and parked himself right next to her, with Louie on the other side.

"Now don't you worry about the… Hey, how did you know my name?" Baloo suddenly realised she had just called him by his name, and he hadn't even introduced himself yet.

Karnage gulped, realising her mistake. "Umm, I heard, Louie did you say? He called you by it."

Louie tipped his straw-hat, his eyes staring intensely at her. "Ma'am, first of all I'd like to say what a real honour it is having someone so refined as you, gracing my establishment with your… _ever_ _so_ _lovely_ presence."

Karnage half-smiled. "Yes, thank you, but I really must… "

"You know," Baloo spoke up. "It ain't every day we meet someone like you… A woman of your grace and beauty would surely bring springtime wherever you go. Just look at this place? A moment ago, before you came, it was nothing more than a cheap dump with rotten timbers, poor food, tacky fashion… "

"_Watch it, cous!_" Louie hissed through his teeth, his hand by his mouth. _"Unless you want a sundae special decorating your head?" _

Baloo ignored him, continuing with his wooing line. "Now look at it. With you, it's a paradise on earth. I'd be willing to go so far as to say that if all the girls in the world were even half as lovely as you, autumn and winter would be a thing of the past."

"Nice poetry, _Romeo_," Louie half-smirked.

Baloo just sneered back at him.

"By the way, sugar," Louie asked, his face in his hands, lookin dreamily at her. "You never did tell us your name?"

"Don Ka… " Karnage paused, and then said. "… Donna Katherine. I just got here on vacation. I saw your… _club_, and decided to pay a small visit."

"And you've no idea how happy you've made us all for doing so," Baloo kissed her hand, as a gentleman would.

Louie took her other hand. "Donna Katherine… With a name like that, you must come from a family of nobles. Donna Katherine, a name that sounds like it should belong to a princess." Louie followed Baloo's example and kissed her hand, too, but also started to work his way up, as he kissed along her arm.

"You have delicate skin," Baloo said, copying Louie, kissing up her arm also. "Like Satin Silk, but with the hue of a fire Goddess."

Karnage didn't know what was worse… the kissing, or the pick-up lines.

"Err, thank you," Karnage said nervously, having no place to escape since the two of them had boxed her in behind the table. Both Baloo and Louie kissed their way past her shoulders, still spouting romance drivel, but just as they reached her head… she ducked.

"EWWW!" Baloo and Louie both spat, as they landed a wet one on each other's lips.

"Sorry, but I don't believe in kissing on the first meeting," Karnage said, smirking at their expense from under the table.

Baloo and Louie both wiped their mouths.

"You need a shave, Baloo!" Louie gagged.

"And you need breath-mints!" Baloo retorted, wiping his mouth furiously.

Karnage sat back up, smiling through clenched teeth. "Well, as interesting as all this has been, I really have to be going." She tried nudging them again, but still they refused to budge.

"Awww," Baloo said, pretending to be hurt. "I don't think she likes us."

"Not even a teensy bit?" Louie added, cuddling up closer to her.

Karnage groaned. She wondered if Baloo and Louie had played this act on other women before?

She finally succeeded in managing to shift Baloo's big carcass, and slid out from behind the table.

"Many thanks for an… _interesting_ evening," Karnage tried to sound pleasant, but was in an all too haste to leave.

"Hey, wait!" Baloo said quickly, holding out his arm, blocking her escape.

Karnage had to call upon her entire willpower not to throw a punch at Baloo's stocky face, but Baloo was already talking again.

"You can't leave Louie's like this, beautiful," Baloo insisted. "Everyone who comes to Louie's expects a good time, and by George that's what they get!"

"You got that right, cous!" Louie agreed whole-heartedly. As far as his business was concerned, Louie agreed with Baloo one hundred percent.

"Hey, Louie!" Baloo said cheerfully. "You still got that record I left here before?"

Louie rolled his eyes. "Not the banana song again, cous," he muttered. "We listened to that tune a thousand times the last time you were here."

"Hey, it's a classic," Baloo insisted. "And it's _'I got them flat-broke, sticky-shoed, no-banana boogie woogie blues'! _Not_ Banana." _

"Whatever," Louie waved his hand in defeat, and signalled a waiter that was near the jukebox.

"You like classics, babe?" he asked the foxy lady.

"Err, yes," Karnage answered, a little bewildered, as Baloo had never come across to her as the lover of classical music type.

"Me, too," Baloo said, still holding her arm. "Especially when it carries a beat!"

'Oh no,' Karnage thought in dismay, guessing what was coming.

One of the monkey-waiters slipped a coin into the jukebox, and a few moments later, something that was definitely NOT classical music came booming out of the music system.

The second the music sounded, Baloo began tapping his toes in tune to the beat, clicking his fingers, and singing some senseless words … Not that anything that Baloo sang ever made any sense.

"Wa ba dada doo, wa ba dada dee," Baloo sang, and before Karnage could even mutter a 'huh?'... Baloo grabbed her hand, and started her off in a Tango style dance.

"WHOAAAA?" Karnage yelped, as Baloo twirled her around.

"Ooba dooba loopa dooba dee, ooba doopa doobie doobie doo!" Baloo continued, his hand on Karnage's hip, holding her close to him.

Karnage put on a brave face, still smiling through clenched teeth, whilst inside she was doing her best not to scream and run. She had gone through many run-ins and battles with Baloo, as well as some rather strange ones this week so far, but this… This was without a doubt the absolute worst. Even worse than when she had been stuck as a baby, with him as her babysitter.

Baloo smiled, as he danced with the lovely 'Donna Katherine', whirling her around the room. She seemed a little nervous, but he just put that off to her being in a new place with new people.

"Wuppe duppe da bada bada," Louie's voice sang out. Despite having listened to this song over a thousand times, when Baloo was there the previous night, Louie was never one to back out of a song. "Wa bada da doo. Wa bada bada. Mmmbaby, wab bada dop-a!" Louie signalled to his band, and pretty soon the whole place was filled with the occupying music of his own personal musicians.

"Whoa," Karnage gulped again, as Baloo continued dancing with her, getting her to do a twirl.

"Wa bada da doo. Wa bada bada. Mmmbaby, wab bada dop-a!" Baloo sang out the other verse again. He had once more gotten into the swing of the song, as Karnage had seen him do often during the week, as he pranced about with Karnage trapped in his arms.

"Yeahhhh man!" Baloo picked Karnage up from under her arms, swung her around, and then dropped her down, sliding her between his legs, and then yanked her back up again.

To say that Karnage was getting a little dizzy would be an understatement at that point. Karnage felt sick, and it wasn't just the constant twirling of the dancing that was making her ill either.

Baloo now had Karnage in a firm embrace, as he danced with her, cheek to cheek.

Karnage had a feeling that she knew what was going to happen now, as she had pulled the same stunt herself (when she had been a him) a few times in her youth. And almost directly on cue, Baloo twirled Karnage one final time, before positioning his hands on her back and leaning her backwards… As the song came to the climax, Baloo positioned himself directly over the 'Lady Katherine', still holding her back, with his eyes closed, and moved his head down slowly forward, his lips slightly puckered.

Karnage gave an eek, and swung her arm around, grabbing the nearest thing her hand could fine, which turned out to be a coconut filled with some tropical juice.

"Mmm… OOF!" Baloo yelped, as something hard, hairy and wet, came smacking into his face.

Karnage jumped out of Baloo's hands. "Thank you for the dance," she said quickly. "Now if you please, allow me to make like a tree and leave, and never say anything of this or me ever again, thank you." With that, she turned and made her way over to the exit, only stopping briefly when a few of Kahn's pilots tried to sweet-talk her, resulting in her giving each of them a slap round the face, and then she continued on her way out.

Louie laughed, as Baloo removed the coconut from his face, which had become stuck on his snout, and wiped off the juice.

"Well, on the bright side, at least she didn't hit you with a Mango surprise," Louie said, referring to the time when he had tried charming Rebecca with a dance, when she had come to Louie's with those fancy rich customers who turned out to be con artists. Only for it to blow up in his face… or rather, _slammed_ into his face.

Baloo on the other hand was grinning like mad. "Man oh man," he said enticed. "That gal is the bomb!"

Louie smirked. "Gotta love them set of legs."

"The rest of her ain't so bad neither," Baloo grinned. "I think I'll just go check to see if she'd like a ride back home." He started running off.

"Hey, hold on now, cous!" Louie said, grabbing his friend's shirt. "How come you get the girl, and I get nothing except the eye-view of you running out the door?"

Baloo smirked. "Cos last time I checked, this place is still yours, and it ain't closing time yet."

At Louie's crestfallen look, Baloo laughed and playfully punched his friend's arm. "See ya later, Louie!" he called out, as he ran out through the main doors. "I'll let you know how I do!" he boasted.

Louie grumbled. "One of these days, I gotta think about getting a co-manager."

0000000000

Don Karnage, aka Donna Katherine, made it to the end of the pier…after tripping several times on her high-heels, swearing violently.

"Curses!" Karnage swore, as she rubbed her sore feet, glaring at the high-heel shoes. "How the devil do women survive in these blasted things?"

If the shoes weren't bad enough, she also had to put up with the less than concealing dress, particularly every time when a strong wind blew and she felt it blow right up her shirt. 'Women must have the toughest of hides,' she thought. 'I would get the flu after one night of wearing this.'

Not to mention the increased size of her chest, which was making it difficult to move about. She dreaded thinking about how she was going to be able to work the controls on her plane, with these things in the way?

That was when she suddenly realised something… She had no means of transportation.

Karnage snarled viciously, realising that the Genie had once again transported her without either her plane, or any means back to The Iron Vulture. It had never mattered before, on any of the other times, as she had always returned when the wish wore off, but now she needed a means to get back, otherwise she was stuck here until the wish's end tomorrow.

"What is it that I have to do to catch a break in this dreaded week?" she asked the divine above. "Please, oh merciful one, grant me a break. Just a little one."

"Hey!" Baloo's voice called out, and Karnage turned to see him racing up to her.

"I wanted to know if you would like a lift back home?" Baloo asked her, smoothing back his hair, and smiling suavely, wiggling his eyebrows at her.

Karnage gave a quick look to the heavens above. 'That's it,' she promised. 'You get no more bedtime prayers or Sunday hymns from me.'

"Sorry about before," Baloo quickly apologised. "Me and Louie, we were just having a bit of a laugh, you know?"

Karnage sneered at him. "Seems you do that regularly... from what I've heard," she added hurriedly.

Baloo didn't notice, and just grinned at her. "Yeah, well, what's life…" he did a quick tap-dance on the pier, showing off his foot-work, "… without fun and laughter?" He laughed.

Karnage rolled her eyes and gave him a half-smile, but at the same time she put up her hand to him, keeping him at a safe distance. "Much as I enjoy your… frivolous and fun-seeking attitude to life, I really should be going."

"Oh, yeah," Baloo took off his cap, bowing before her. "May I offer you a ride home, my fair lady?"

Karnage was quick to give him an answer. "Many thanks, but… I am expecting a Taxi-Plane anytime soon. Goodbye."

"Aww," Baloo waved her off. "Old Baloo can get you any place in no time flat. Just tell me where you wanna go, and I'll get you there, no charge."

Karnage grinded her teeth in annoyance. Didn't this guy know how to take a hint?

"I offer you my sincerest thanks," she said, seemingly grateful. "But it is not necessary. Thank you!"

Baloo seemed to finally take the hint, and backed up slowly, replacing his pilot' cap. "Well, err… " he said unsurely. "If you're ever in the neighbourhood again, or anywhere near Cape Suzette, be sure to look me up. Okay?"

"I will be sure to do that," she said, and added lowly. "When the pig's they can fly."

Baloo turned and started to make his way back to Louie's. As he walked away, he muttered something to himself, just loud enough for Karnage to make out.

"Probably wouldn't have been able to take her anyway. Got those emeralds to ship early tomorrow morning."

Karnage felt as though someone had just punched her in her now delicate stomach, and drawn all the breath from out of her lungs. She looked up to the sky, looking for answers she so desperately wanted.

'Why do you torment me in this fashion?' she pleaded. 'What did I ever do to deserve this type of punishment…? Besides multiple thefts, piracy, endangerment of lives, attempted manslaughter, and so on and so forth. Oh, and the occasional mistreatment of some of my crew, but I hardly think that qualifies, do you?'

She shook her head, briefly loosing track of the situation, and turned her head. She watched Baloo, as he was halfway back to Louie's now. She watched him as he scratched his back, making some more tiresome tunes with his would-be singing voice, and shaking his hips.

She didn't want to do this… She _sooo_ did _**NOT**_ want to do this. But alas, the more she thought about it, the less choice she could see for herself. If what Baloo had just said was true, then tonight was her final chance for obtaining the precious stones.

She knew now that the delivery was due tomorrow, but that was not enough. She had no idea where they were being shipped to, as they could be heading in the opposite direction from her ship for all she knew, and she could risk missing them completely. Plus, there was still the problem of how she was going to get back to her ship?

Karnage could see no alternative, but to go with the original plan that she had set out on, and what her men were expecting. With admirable strength of will, she took a deep breath and grinded her teeth, clenched her fists tightly, and made a silent prayer for strength, before turning slowly around, just as Baloo was nearing the entrance door to his friend's club.

"Mr. Baloo?" she called out, softening her voice a little, attempting to sound pleasant.

Baloo turned at the sound of her voice, looking at her quizzically.

Karnage gave him her best smile; a forced one through clenched teeth, but a smile nonetheless. "Perhaps I have been a bit too hasty," she stabbed her hands with her own fingernails, as she continued clenching her fists. "I was unfair to be so rude. Forgive me, but I am, how they say, going through a few changes as of lately. So perhaps we could… maybe… " She bit her lip, forcing herself to continue. "Maybe we could go for a ride in your aeroplane?"

Baloo's face brightened up immediately. "Well, sure thing, doll!" he said, as he practically leapt over the pier, right up to her. "I thought you'd never ask me!"

Karnage felt faint, as Baloo put his arm around her, guiding her to his plane.

"Neither did I," she commented lowly.

"You'll love my baby," Baloo assured her, his arm still around her, as they walked up to the Sea Duck. "Built her myself, right from scratch… Well, the first time anyway, before she got shot down and blew to bits by the Air Pirates."

"Fascinating," Karnage smiled briefly, remembering that night. It had been the only good thing that had come out of that entire operation, when they had launched an attack on Cape Suzette, destroying Baloo's precious plane. It had been one of the very first times that Karnage and Baloo had crossed swords.

"But believe me," Baloo opened the door for her. "You ain't ever flown in anything like the Sea Duck before. Trust me, this baby is gonna blow your mind away!"

"I can imagine," Karnage said, forcing herself to sound interested. Was it her, or did this guy have a serious crush on his aeroplane?

She allowed Baloo to help her up into the plane, seeing as her new dress was making it hard to do so… and yelped, as Baloo touched her backside while helping her up.

Baloo laughed. "Up you go, honey-buns!" he said, as he patted her rump, pushing her up into the plane.

Karnage took deep breaths, trying to keep herself under control. She had to play along if she wanted to get back to her ship. She started to make her way into the passenger area, but Baloo was quicker, and took her by the hand.

"No way Jose!" he exclaimed. "The one perfect place to sit on a plane is in the pilot's seat, and if that seat is occupied, then the navigator's." he guided her to the front of the plane.

Karnage walked into the pilot's cockpit, hastily shrugging Baloo's hand away, but continued giving him a smile in case he suspected anything. She sat down in the navigator's seat, grateful for the fact that there was a reasonably long gap between it and the pilot's.

"So where do you fancy heading?" Baloo asked her, switching on his engines. "You staying in Cape Suzette?"

"No," Karnage smoothed back her hair. This smile was beginning to feel like it was plastered on her face. "Err, what I mean is… how is about we just go for a fly about first? I mean, I rarely go on the plane rides anymore, so I would hate for this to end so soon."

"Okay with me, babe," Baloo agreed. "Long as there's flying to do with it, I'm there." He pulled on his steering wheel, starting the plane's take-off.

"How is about we start by going east?" Karnage suggested.

Baloo winked at her. "Wherever and whatever you want, I got it, _babe_."

Karnage wondered whether she should be grateful, or petrified.

"Better fasten your seatbelt though," Baloo told her, adjusting his controls. "Looks like we've got some rough winds ahead. Nothing I can't handle though. Rain and storm, I'm gone."

Karnage smiled again, but this time it was a genuine smile. There were indeed some rough winds ahead, and an even bigger storm… for Baloo.

0000000000

**A Few Minutes Later;**

**The Sea Duck: **

Baloo had not been incorrect about the high winds. He had assured her that nothing was wrong, as he had flown in far worse conditions than this before. The winds made the Sea Duck do the odd occasional jilt and shake, but nothing serious.

In fact, Baloo seemed to make it a tradition to keep talking about himself every fifteen seconds. So far, Karnage had been listening to stories about how many fights he had been in with the Air Pirates, spies, Dinosaurs (though she wasn't sure how?), giant squids, ghosts and magical idols. Not to mention all the dangerous and difficult flights he had had to handle over the years.

The first thing that Karnage decided she was going to do, once she was a _he_ again, was cut out Baloo's tongue, and then sew his mouth shut.

"So what about you then?" Baloo suddenly asked her unexpectedly.

"Huh?" Karnage said, woken up out of her reverie.

"Where you from?" Baloo asked. "Spain? You got a Spanish accent."

Karnage nodded. "Yes, I am originally from Spain, though my mother was French." she answered. "I went to Paris once… a truly marvellous and magnificent culture of a city. You should go there some time."

Baloo laughed. "I'm afraid me and culture don't go well together."

"What a surprise," Karnage muttered.

"Afraid the only place where you'll see me getting any culture," Baloo acted as if he hadn't heard her, "is at the nearest dance club, or wherever there's a party where there's some music on." He clicked his fingers.

Karnage gave him a half-smile. 'What a buffoon,' she thought, and then decided the only way she could keep him from asking questions about herself, was if she kept asking questions about him, considerably boring as that might be.

"By the way," she asked. "Might I enquire you as to the origin of your name, Mr. _Baloo_? It doesn't exactly sound local, if you understand me?"

Baloo shrugged. "It isn't, it's Indian. The ones with the turbans, not the feathers."

"Ah," Karnage thought, a little bewildered. "Forgive me, but you don't exactly come across to me as an Indian man?"

Baloo laughed. "I'm not, but I was born in India. My folks were missionaries, helping out here and there around the country. I came along while they were still doing the Good Samaritan thing, and they named me Baloo, which is Indian for 'Bear'. They thought it suited me. Then when I was about five, they moved back here to the states, and eventually settled in Cape Suzette."

"Interesting," Karnage said. She had always wondered about his name to be honest.

"I have a couple of pals who still live in India," Baloo said, fiddling with the controls. "Old Kaa and Bagheera… Kaa's a bit of a freak, as he's always trying to hypnotise you. He's really into that stuff, something to do with his family or whatever. And Bagheera… he's the stiffest, most wooden guy to ever walk the earth. You'd swear he walks about with a broom stuck up under his tail all the time... "

Karnage nodded, attempting to look interested, but wasn't really listening, as she was too busy keeping an eye out for any sign of her glorious Iron Vulture.

"But they're good fellows," Baloo insisted. "They were always good fun to have around when we were kids. They live in a village somewhere around the jungle, last I heard from them."

Karnage muttered an "Uh huh", not taking her sights off the window and radar.

"So?" Baloo took his hands off the steering wheel and placed his feet, of all things, on it. He stretched his arms out, giving a huge sigh. "What do you like to do for fun, babe?"

Karnage shuddered in anger. The titles 'babe', 'gal', and 'honey-buns' were really starting to tick her off.

"Ummm… " she began, unsure of what to say. What do you say to a question like that, when the things you enjoy doing most of all is piracy?

"… I liiike… " she stuttered slightly. "… flying?"

Baloo laughed out loud, slapping his leg. "Man oh man, gal! You are SO perfect for me!"

Karnage shuddered.

"Any gal who likes flying has definitely got points on my book." Baloo added.

'Points?' Karnage felt more and more uneasy. Lord, help her! Baloo was not only flirting with her, he was measuring her up. Karnage knew that she was now an attractive woman, thanks to that moronic and soon to be decapitated Genie. This was all yet another wish gone haywire. She had wished to be someone that Baloo would take notice of, and that was exactly what she had got.

'No more wishes after tonight,' she promised. 'Or all millennium!'

Baloo tried to keep his eyes on the controls, to concentrate on the flying, but 'Donna Katherine' was making it unbelievably difficult. He just couldn't take his eyes off of her.

'Donna Katherine' was every guy's dream, with a pretty face and a beautiful accent… And man, did he ever dig that crazy accent of hers… Every time she spoke, it was like the temperature went up a few hundred degrees. Not to mention that possibly illegal dress that she was wearing, which was so tight that she looked more like she was wearing body-paint. She had a perfect figure, with a pair of slim legs, a cute fluffy tail, and the _biggest_ pair of…

"Sodoyouknowhowtofly?" Baloo asked suddenly at top speed, and wiped his sweaty brow, smiling nervously.

0000000000

**The Iron Vulture; Same Time: **

Mad Dog sat twiddling his thumbs, as Dumptruck steered the ship. They had kept the ship hovering in the same airspace now for hours, as per the captain's orders. He had ordered them to remain there until they saw Baloo's plane, and then take him by surprise.

"Any sign of him, Dumptruck?" Mad Dog enquired, but all he got was a shake of his comrade's head.

"Not a sausage," he moaned. "Maybe the captain's plan didn't work?"

"Do his plans ever?" Mad Dog sneered slightly.

"Hold on!" Dumptruck suddenly said, his eyes thinning at the radar in front of him. "We've got something!"

"What is it?" Mad Dog asked quickly. "Is it Baloo?"

"Unsure," Dumptruck frowned. "But it's a small craft, which appears to fit the stature of Baloo's plane."

"Any other aircraft nearby?"

Dumptruck checked the scanner. "No," he confirmed.

Mad Dog seized the microphone and shouted, "All hands, prepare for battle!" He looked back to Dumptruck. "Keep the Vulture out of Baloo's radar. Trail back and sneak over his plane. By the time he even notices we're there, we'll catch him with the harpoon guns so fast, he won't know what hit him, and we'll reel him in like a fish out of sea!"

Dumptruck grinned. "Aye aye, sir!" he saluted, turning the ship's wheel.

0000000000

**The Sea Duck: **

"I am begging your pardon?" Karnage asked, bewildered.

Baloo swallowed, still looking at her. "I said, do you know how to fly?" he repeated.

Karnage snorted arrogantly. "I've been… " She stopped, realising that if she were to say yes, then that would lead to a lot more questions, and she was having enough trouble as it was trying to bluff her way out. "I have… I have always wanted to learn, but unfortunately I have never gotten the chance." she told him.

"Well!" Baloo stated. "Ain't no time like the present, honey! Park your buns over here and give it a try." he said, as he patted his knee.

The silence was so eerie; you could have heard a pin drop to the floor on the other side of the plane. Karnage looked at Baloo, who was waiting for her to accept his offer and come over.

'Ooo-kaaay,' she thought despairing. 'How in all heaven's almighty skies do I find a way out for myself this time?' She wondered where the heck her pirates were?

"Ummm…" Karnage thought quickly. "I am very flattered, as you say, Baloo. But alas I am… I am not so good with the machinery. I would only be risking damage to you, me and your plane."

Baloo shrugged her off. "Nah, don't worry your pretty little head off about that," he assured. "Just park yourself right here on my lap, and I won't let go of the stick till you're ready. Okay?"

Is this was Baloo's way of trying to make Karnage feel better, then he was doing a poor job of it.

"I, err… " Karnage stuttered.

Baloo laughed. "Relax, babe!" He put his hand down. "I'm only having you on."

Karnage felt the weight of the world drop off of her. "Oh!" she breathed in relief. "Thank you. I did not… "

"No need for you to fuss and worry," Baloo reached out and touched one of the levers. "In fact, there's no need for you to even get up out of your seat," he said, as he pulled the leverstick.

As he pulled the lever down, Karnage felt her chair wobble… and move. At first, she thought perhaps there had been another high wind tossing the plane, but then her chair suddenly seemed to whiz right across the cockpit, straight up to Baloo's side, where he wrapped his arm around Karnage's shoulders.

"One of my newest instalments to the Sea Duck," Baloo said proudly. "Just something in case I ever need to check the maps with my navigator. Saves him having to move all the way from the other side."

Karnage felt her shoulders starting to get heavy again, and Baloo's arm wasn't helping.

Baloo smirked, as he gave a small squeeze to Donna's shoulder. 'Man, if only Louie could see this,' he chuckled lowly, and then added out loud. "So how bout we give the flying lessons a go, huh?"

Karnage couldn't help but just gasp and stutter, which Baloo took as a sign of a simple case of the worries.

"Now don't you worry bout a thing, little missy," Baloo spoke to her like he would do to a child. "Old Babaloo is here to protect you. You're in no safer hands than his." He patted her shoulder.

'By God I wish I could believe that,' Karnage prayed.

"Now, just take the stick in your hand," Baloo told her, taking her hand gently and guiding it to the steering wheel stick. "Hold it niiice and steady… "

Karnage rolled her eyes, as she knew all this from her childhood when her father had taught her, or him as he was at the time. But knew better than to let Baloo know that she was not interested, for fear of being found out. She couldn't be sure, but for all she knew, he was suspicious enough already.

Baloo breathed heavily, wanting to grab something and bang his head against. Darn, he didn't know whether he should make a move on this girl, or keep his distance? She seemed to have a bit of a business spark, like Becky, but that dress of hers didn't exactly fit in with the whole profile. He just wished he knew what her sign was?

"Thank you," she said, getting up, "but I am not in the mood as of the moment. Perhaps some other time?"

"Awww, come on," Baloo said, trying to coax her into sitting back down. "Ain't nothing to worry about. Like I told ya, old Baloo will be here."

"I'm sure you will, but…" Karnage never got to finish what she was about to say. For at that moment, another huge gust of wind blew against the whole of the Sea Duck. It didn't cause any damage, but the turbulence did cause the plane to give a sharp jilt to the left.

"WHOAAA!" Karnage yelped as she dove forward, her body falling straight into Baloo's open arm, where her face fell right smack into Baloo's...

[SSSMAAAACK!]

Baloo and Karnage's lips smacked into one another's, their lips locked, followed by a loud kiss that sounded more like a plunger, which was followed by an ever louder popping sound as they disconnected themselves from each other.

Karnage felt like grabbing the nearest airsick bag to empty all the contents of her digestive system, and rushing to the bathroom to grab all the toothpaste and mouthwash she could find. "Dear God in heaven," she moaned, not caring if Baloo heard her or not.

As for Baloo, a small brief look of surprise had crossed his face from the kiss, lasting only for one second, followed by…

"YAAA-HOOOOO!" Baloo exclaimed, leaping up into the air, and nearly crushing his seat when he came back down. He needed no further encouragement at that point, and thus wasted no more time, as he grabbed the rope by the foot of his seat and tied it to the steering wheel (his version of an autopilot).

"Come to _Poppa_!" Baloo said excitedly, holding out his arms and puckering his lips.

Karnage also needed no further encouragement of what to do next, and slipped down through Baloo's arms, making a dash for the door and into the cargo-hold.

"Ho-ho! I luv it when a girl plays hard to get!" Baloo said, and darted in after her.

0000000000

With everything that was going on in the Sea Duck, Baloo never noticed what was about to descend upon his plane from outside, and up above. For that last bit of turbulence that blew his plane to the left was no natural wind at all, but a gust of air propelled by the jets of the pirate's air-ship, The Iron Vulture.

"How close are we?" Mad Dog asked his second in command.

Dumptruck checked the radar. "Yah, we are right over' em! We can hook' em right now!"

Mad Dog raised his arm. "Steady as she goes! Prepare to fire on my signal!"

0000000000

Karnage gave an eek, and dashed to the other side of the plane, with Baloo hot on her tail.

"Ready or not, here I come!" Baloo laughed. He loved it when girls played 'chase' with him.

Since this was a small plane, Karnage had barely run a few steps before she found herself trapped on the far side of the plane. Baloo soon had her cornered, and went to grab her, his lips looking like that of a Blowfish.

"Mmmm… [_Smack!Smack!Smack!Smack!Smack_!…]"

Baloo must have puckered his lips at least several times before he finally realised that _Katherine_ had once more made a duck, and he was kissing the wall.

Karnage tried to dodge him, making a break for the cockpit, hoping to contact her pirates, but this time Baloo was too quick for her, and hugged his arms right around her waist, preventing her escape.

Karnage played along briefly, giving him a half-smile and dripping his lips with her finger as they came closer… before slapping him on the head and jumping out of his grasp yet again.

Baloo laughed, chasing after her again, having the time of his life. This was better than Tag.

Karnage dashed over crates and boxes, as Baloo tried to catch up with her, thinking that she was still playing.

'This is what I get,' Karnage thought exhausted. 'For not exercising regularly.'

"Gotcha!" Baloo said victoriously, finally catching her, with his arms wrapped right around her. "So now, where's my prize?" he said, as he turned her around and gave her a big bear hug, lifting her up to his eye-level, his face just a few inches away.

"Mr. Baloo!" Karnage demanded. "I demand that you release me at once, and go bathe yourself in ice-cold water!"

0000000000

The Iron Vulture's main hangar doors opened, and their harpoon guns took aim, as the ship hovered right over the Sea Duck.

"Fire!" Mad Dog ordered, slamming his hand.

Dumptruck quickly followed his acting captain's order, punching the appropriate buttons and switches.

0000000000

Baloo hugged 'Donna Katherine' close, leaning his face forward.

Karnage gagged, as Baloo held her in his steel-grip. She pulled her head back as far as she could, with Baloo's lips now less than a few millimetres from hers.

[_Smack! Smack! Smack!_] Baloo's lips sounded as they smacked themselves together, his face slowly moving closer and closer to Karnage's own now-delicate lips. It was like watching a giant monster-blowfish descending down to devour her.

Karnage shut her eyes, not wanting to look. 'Into the jaws of death rode the six hundred…' she thought.

But just then, just when she started to feel Baloo's breath on her, something seemed to slam right into the side of the plane, followed by the splitting sound of metal.

"Huh?" Baloo blinked, pulling his head back, resulting in a beyond relieved Karnage. "What the…?"

Karnage sighed in relief. 'Remind me to give my men a bonus,' she mentally noted.

The sound was of course that of the harpoon guns, as they punched right through the Sea Duck's exterior, like a whaling gun. Unfortunately, as they hooked onto Baloo's plane, the super-strong chains of the harpoons held tight, and the Sea Duck came to a sudden direct halt in mid-air.

"WHOAAA!" Baloo and Karnage both yelled, as the sudden halt of the plane sent Baloo diving forward, with Karnage still in his arms.

Baloo dove straight ahead, at the speed equal to that of an Express train, to where his mattress was, but unfortunately he did not have the good fortune to fall onto it, at least not at first. Instead, he slammed his head right into the plane's metal (and unbelievably hard) interior wall.

"Uhhh… " Baloo groaned, as he pulled his head out of the wall, still holding Karnage, and seeing tiny replicas of the Sea Duck flying around his head.

"_Mr._ _Ba-loo_?" Karnage gasped for breath, as Baloo was now, in his banged up confusion, still holding onto her. The only problem now was that his bear hug had graduated from steel-grip… to bone-crushing suffocation.

"Oh, Louie?" Baloo's eyes rolled about in his head, watching as his plane seemingly did the loop-de-loop. "I think I'll have the Crackatuo special… and Becky, just to give you a heads up… I think I'll be taking the next few days off… Goodnight, Mom… Ohhh."

With that, Baloo collapsed forward and fell right onto the mattress… while he was still holding the lady Karnage.

"On second thought!" Karnage screamed, as she fell backwards with the heavy Baloo falling on top of her. "Remind me to have my men sliced, diced, and then use their guts for garters!"

0000000000

The hangar doors slowly closed, as the Sea Duck was reeled in. The Air Pirates gathered together, cheering and clanging their swords together at their victory.

"All right, men!" Mad Dog raised his sword. "Let's have about and do some plundering at long last. Because by gum, it's high time that we did!"

The men cheered, and raced forward with Mad Dog and Dumptruck leading the way, all brandishing their swords. They reached the main door of the Sea Duck, and with a kick of their feet, they forced the door open, charged inside… and stopped.

As Mad Dog, Dumptruck, and a few others came inside. They saw to their left the unmistakable bulk of their gang's most hated foe, Baloo the pilot, lying still on a mattress over to the side. The pirates stared at him, and each other, curiously.

As they inspected him closer, they heard the muffled sounds of moaning and yelling coming from him, but it was definitely not Baloo who was speaking, as these sounds were that of a lady. Plus, it sounded as though they were coming from _beneath_ him?

As they walked over to Baloo, it was clear that he was unconscious, and upon nearing him they could make out a pair of tiny little hands and feet that were waving about madly, on either side, from under him.

Dumptruck blinked a little, and then tried unsuccessfully to resist a grin, as he smirked at the unconscious Baloo who he assumed must have been in the middle of something when they attacked.

Mad Dog at first covered his eyes in embarrassment, but couldn't resist sneaking another peek a moment later.

A few of the men sniggered behind them.

"Looks like Baloo was in the middle of entertaining someone when we fired," one of them said, chuckling under his breath.

After a few moments more of staring, they finally took notice of the muffled shouts coming from beneath Baloo, and then hurried forward to move the huge round groaning pilot.

Karnage laid flat on the mattress, on which Baloo had squashed her into, her nose pushed right into her face. She moaned, as she slowly lifted her fingers creakingly from the mattress, and popped her nose out.

"I think… " She breathed. "… We need to work a little on your timing."

Mad Dog and Dumptruck on the other hand had other words they wanted to say…

"Hubba hubba, baby!"

"What's a nice thing like you doin in a dump like this?"

Karnage however was not impressed. "First of all," she said, and then slapped each of their faces. "Naughty pirates! Have you no appreciation for poetry or romance? And second… _Treasure_!"

Mad Dog and Dumptruck instantly went rigid at the sound of the password that Don Karnage had given them before he left.

"Cap-cap'n?" Dumptruck stuttered in disbelief.

"Is that… _you_?" Mad Dog asked amazed.

Karnage sighed, and simply nodded.

Mad Dog however was obviously not too convinced, and lifted his fingers up closer to Karnage's chest…

"OW!" Mad Dog squealed, as Karnage belted him right on the head.

Dumptruck nodded. "Yah, that's the cap'n, all right." he said, and everyone quickly saluted their now apparently female captain.

Karnage however had no time for explanations, or other such pleasantries, and was quick to start giving orders again. "My men, you will take Baloo away and have him locked up in our most darkest and incredibly inhospitable cell! Mad Dog, Dumptruck, inform me immediately when he regains consciousness! I will be in my quarters, making myself look more presentable!"

Mad Dog and Dumptruck gave each other a strange look.

"Me thinks the captain's been in this form for too long?" Dumptruck whispered to his comrade, making Mad Dog snigger as a reply.

"Oh, and one more thing…" Karnage said finally. She walked up to Mad Dog and Dumptruck. "Just out of curiosity, which one of the crew was it who gave the order to capture the Sea Duck with the harpoons, and who was it that pressed the controls to do so?"

"That would be us, captain!" they both replied proudly.

"Ah, I thought so," Karnage smiled briefly…

[BAM!]

Karnage sent both of them flying through the air and straight into the wall, as she landed a solid punch to each of their faces.

"Next time!" she ordered. "Before you do so rash a thing… Try _contacting_ your would-be plunder _first, _give them the opportunity to surrender… AND THEN FIRE!" she yelled, and marched off.

Dumptruck nursed his aching black eye. "I think I preferred the cap'n when he was male. He was less high-strung then."

**To Be Continued…**


	4. Chapter 4

_**Talespin does not belong to me, nor do any of its characters… They're Disney's! I'm not in this for the money, just for fun! All original characters belong to me, but anyone is welcome to use them if they wish. And anyone who wants to use any of my scenes, to attempt a bit of art, then please go right ahead!**_

_**Just in case some people get insulted at the way some scenes are written, such as the sexist remarks… etc. Please remember that I'm trying to keep all the characters in line to the show, so things like sexism was typical for Baloo and other characters, and remember that the show was set in the 1930s, so things were different back then.**_

_**These fics also came with illustrations, but obviously you can't see them on FF. To see this fic in all its glory, go to the Talespin website (remove spaces)…**_

_**www. Animationsource .org/ talespin/ en/ fanfic/storyseeker1/ 20493. html**_

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**Half An Hour Later;**

**The Iron Vulture: **

Baloo moaned at the bright lights, as he lifted his head, still dazed.

"Ugh," he groaned. "This is what I get for having fifteen ice cream sundaes in one night."

"Consider tat your last meal then, yah," a voice said.

Baloo blinked his eyes. "Huh?" he said, as the blurry vision in front of him started to come into focus.

After a few moments, Dumptruck's big form came into view, as he sneered at the restrained pilot.

"So good to be seeing you again, Baloo," he growled.

"Dumptruck?" Baloo felt like knocking himself out again. "Umm… I'm guessing you're not here for a friendly visit, huh?" he asked nervously.

Dumptruck grinned none too kindly. "Hardly," he simply replied, pounding his fist into his open palm.

"Figures," Baloo groaned. He looked around, and found himself sitting tied to a chair. He tried to remember the last few moments before he… then his memories returned. "Wait a minute! Where's Donna?"

Dumptruck looked at him curiously. "Who?"

Baloo cringed, as his head was still giving him the aches, but for now his concern was the beautiful woman who had accompanied him that night. "Donna Katherine! The gal who was with me in my plane, which by the way I'm gonna be billing you for the damages! Where is she?"

A low chuckle came from behind Dumptruck, a chuckle that Baloo recognised as Mad Dog, Dumptruck's constant travelling buddy. He moved out from behind his larger companion, grinning at him widely.

"Would you like to see her, buddy?" he smirked. "Cos I know she's just aching to see you."

Suddenly, Baloo wasn't feeling all that anxious to see her, judging by the looks of the two pirates in front of him.

"What is going on here?" a loud voice demanded.

Baloo instantly recognised the voice as that of the lovely Donna Katherine, but there was something different about it now. The voice, normally so soft and enticing, had now become more hard-edged and strict. It sounded almost like Becky when she was mad, but with an accent. If he didn't know any better, he'd swear the voice was that of…

"Ah, Baloo," the cell-door opened, revealing the lady in question. "We meet again!"

Baloo felt his eyes pop out of his head.

Donna Katherine stood in front of him, but instead of the pleasing tight red dress that she had worn earlier, she was now dressed in none other than Don Karnage's uniform? The clothes she wore were about a size or two too big for her, except for the chest size which needed to be let out (_considerably_), but it was definitely Karnage's uniform, as Baloo had seen it often enough.

Donna had also removed her make-up, and her long thick red hair had been trimmed and tied back, making her look just like...

Baloo felt ill. "Don… Donna?" he asked her hopefully.

Don Karnage gave him a sneer of her own. "As my former commander just said… Hardly, Baloo."

The sneer, the sheer look of arrogance, as well as the phoney sounding accent was now undeniable. Baloo had noticed it before, when he first met her, but it had never occurred to him.

"Karnage?" Baloo asked, shocked. "Is that… _you_?"

Karnage frowned. "Believe me, in case you are wondering, the former outfit I was wearing was NOT that of my choosing."

Baloo blinked. "Well, err… Hey, whatever tickles your fancy, I guess."

Karnage looked at him funnily, before realising what he meant. "What? No! No, you do not understand… "

Baloo shrugged. "Hey, what a man gets up to on his nights off is his own business. Some guys go around the clubs, others go dancing, and some I guess dress up in ladies underwear."

Karnage's face went red. "I do NOT go around wearing anything of that what you have just said! And I most certainly did not choose to go to that blasted club of your ape friends, wearing what I was!"

Baloo gave a sly grin. "Oh, how then? Your men dressed you and dropped you off?"

"Most definitely not!" Karnage roared, but then stopped and took a long breath. "Oh no, no, no, my round-bellied friend. You are not getting me to loose my temper so easily again. This time my thoughts are calm, clear, unconfused, and completely in focus of my goal."

"And what goal's that?" Baloo laughed. "Robbing a ladies dress shop? Hey, maybe you could pick something up for Becky while you're at it?"

"FOR THE LAST TIME, THIS WAS NOT MY DECISION TO MAKE!" Karnage exploded in fury.

Baloo smirked at him... or _her,_ as that was the case now. "I'm sure it wasn't, Miss _calm_ and _focused_."

Karnage glared at him. "Never mind!" she shouted. "I have been through to the dark regions of Hades and back to get you here! I tried simply spying on you and your household, attempting to gain the information I require, and each time I was met with… distress." She shuddered visibly. "But now it has all been worth it. Now you are here, and I can at long last gain my long awaited prize."

Baloo looked bewildered at him, wondering what the heck she was talking about.

Karnage wielded her sword… and lost balance because of its heavy weight, and her reduced strength, almost falling over. She snarled, and hurried to hold the blade, pressing it against Baloo's throat.

"Now tell me, my porky foe," Karnage whispered silently, like a Cobra.

"You know, these jokes concerning my size are _really_ getting old," Baloo told her, gulping against the blade.

Karnage didn't answer, and just kept the blade at him. "Where… are… the gemstones?" she hissed at him.

Baloo looked at her, still utterly confounded. "What gemstones?" he asked, genuinely confused.

Karnage growled, pressing the blade further. "Do not play smart with me, Baloo!" she ordered. "As I said, I have been through one nightmare after another to gain your cargo. And I do not intend to let it escape me now, not after all I have been through. So you tell me now… .The._Emeralds_?"

Baloo eyes widened. "Emeralds?" he said. "You mean the candy sweets I'm transporting tomorrow?"

Karnage felt as though someone had just rolled a whole truck over her. "Ca-ca-ca… " she couldn't even finish the one simple word.

"Candy," Baloo finished for her. "Emerald's the name of a new candy that the Cape Suzette Sweet Co just developed. I'm taking over a batch of them to one of their overseas companies tomorrow." He lowered his head, and with his teeth he pulled out a small sweet wrapper, with the word 'Emerald' imprinted on it, from his breast-pocket. "Want some?"

Karnage just stood there with her blade shuddering in mid-air, and her one eye twitching like mad.

"How… Eh… Gad… " Karnage looked as though she was going through a spasm attack, as her mouth, eyes and nose were twitching like crazy, and her mouth spouted nonsense words that she could not complete.

Dumptruck and Mad Dog silently backed off, giving their captain a wide space.

Baloo gave her an odd look, and lowered the wrapper back into his pocket. "If I were you, Karny? I'd cut down on the candy. Looks like you're starting to get a sugar rush."

"_**CANDY**_!" Karnage exploded. "_**YOUR PRECIOUS EMERALDS ARE NOTHING MORE THAN CANDY**_!"

Baloo had never really been that much afraid of Karnage, or at least he had never shown it, but now he was genuinely scared. The way Karnage was acting, Baloo was frightened for his life, and especially considering how close the sword was.

"_**YOU MEAN**_," Karnage continued. "_**I HAVE SPENT THE LAST WEEK GETTING KICKED AND THROWN ABOUT, USED AS A SEAT CUSHION, HAVING MY DIGNITY TAKEN FROM ME, NOT TO MENTION LOOSING MY MANHOOD… ALL, FOR NOTHING?"**_

Baloo felt like sinking into his seat, his mind briefly wondering over some of Karnage's words. 'His manhood?' he thought.

Karnage however was not finished, as she continued ranting and raving about all she had gone through, and that someone's blood will spill for this outrage. Eventually her rage grew too much for the confides of the room, and she stormed out, slamming the door behind her.

"Did he always have the bad temper, or did that come with the dress?" Baloo remarked, silently letting his breath out.

"You have no idea," Mad Dog replied.

Baloo then remembered. "What did he mean by that he lost his manhood?" he asked.

Dumptruck shrugged. "Vhat? Haven't you been looking at him the past few hours? You think he was wearing a fake buxom under his uniform?"

Baloo's eyes widened. "What, you mean… that was all real?" True, Baloo had been referring to Karnage as her and she, but only as a joke. He had never truly believed that what he had been seeing was true.

Dumptruck smirked. "Yah, sure as I'm standing here. Believe you me, no one was the more astounded than the cap'n when it happened."

Baloo's mind took a whirl. "But… how? How can he be… No one can just turn their gender like that!"

Dumptruck snorted. "They can if they have a … "

"Dumptruck!" Mad Dog sounded, silencing his comrade.

Baloo stayed quiet, but still cast short looks at the pirate, wondering how Karnage could ever change his entire form?

'First things first though,' he thought, and then began fidgeting behind his back.

At first, Dumptruck and Mad Dog took no notice, as they were too busy talking amongst themselves.

"I think I know now why the cap'n' first wish didn't work," Mad Dog told Dumptruck.

"How'd you mean?"

"Well," Mad Dog explained. "Recall that the cap'n… Hey!"

Mad Dog stopped talking, as he had seen the way Baloo kept shifting his hands behind the chair.

"Hey, Vhat you doing?" Dumptruck demanded, grabbing Baloo's chair and turning it around. Baloo had his hands closed tightly shut, so neither of them could see what he was holding.

"What are you up to?" Mad Dog also demanded, holding his gun close to Baloo's nose.

"Nothing," Baloo innocently said, still holding his hands clamped together.

"Why you fidgeting?" Mad Dog held his gun steady.

"Why do you think I am?" Baloo replied. "I mean, I don't have any reason to be escaping now, do I?"

Dumptruck grabbed Baloo's collar. "What is it? A knife, some sort of nifty device to cut your ropes?"

"Maybe," Baloo said uninterested. "Or I could just be picking at my fingernails? Haven't really given them a good clean in quite a while to be truthful."

Mad Dog seized Baloo's hands, trying to check them, but the ropes were too thick and tightly tied for him to see anything. "Hold my gun," Mad Dog told Dumptruck, handing him the weapon and started to loosen the knots.

Baloo kept his eyeballs up, whistling innocently, as Mad Dog removed the ropes and started to unclamp his hands.

"I don't see nothing," Mad Dog said. "What's… " He didn't get to finish, as Baloo suddenly grasped onto him, and stood right up.

"Hey, vhat… " Dumptruck began, but like his comrade he didn't get to complete his sentence, as Baloo strode up to him, still holding onto Mad Dog, and pounded his large stomach into Dumptruck, sending him flying into the cell-door behind him.

"OOF!" Dumptruck moaned, sliding to the floor, dazed.

"Let go of me!" Mad Dog ordered, but immediately went silent, as Baloo turned around and took a firmer hold of him, giving him a nasty glint in his eye.

"Umm, on second thought…" Mad Dog began. "Perhaps we could just call it even?" he said hopefully.

Baloo grabbed his forearm and whirled him around, throwing him as an Olympic would do with a throwing disc. Mad Dog sailed through the air, his mouth open in a silent scream, before slamming into his fellow pirate's gut, making them both cry out and slump to the floor, out cold.

"As you pirates like to say," Baloo replied, smiling and cracking his knuckles. "Hardly!"

He then patted his own belly, from where he had bashed it into Dumptruck. "Who says having a big belly isn't healthy?" he asked out-loud.

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After tying up Dumptruck and Mad Dog in his cell, Baloo quietly exited the room, carefully stepping along the metal corridors.

"Thank heaven for stupid pirates," he quietly said, gratefully.

He recognised a number of the levels he was on, from past experiences, and tried to remember the way out. After the number of times that he, Rebecca and Kit had been to this ship, and always escaping, Baloo was more or less an expert on the place. But unfortunately, it had been a while since the last time he had been taken prisoner here, so he was having trouble recalling every detail of the ship precisely.

Baloo wandered the long hallways of the Iron Vulture, skipping from one room to another whenever someone came along. He was almost getting ready to consider calling someone for directions, or buying a map, when…

"YOU HAVE FAILED ME FOR THE LAST TIME!" Karnage's wilful voice sounded out angrily, from the bottom of the corridor. Judging by the sound of it, his/her rage had not cooled down in the slightest yet.

Baloo sneaked forward, keeping his back to the wall in case of any approaching footsteps.

"I NEITHER KNOW NOR CARE FOR YOUR EXCUSES, LITTLE FOOL! YOUR TIME IS UP! I HAVE NO MORE NEED FOR YOU, AS YOUR TALENTS HAVE PROVED TO BE NOTHING SHORT OF USELESS! THIS TIME TOMORROW, YOU AND YOUR BOTTLE WILL BE MELTED DOWN IN THE SHIP'S FURNACE!"

Baloo wondered who he was talking to, and what was that about a bottle and being melted down? He sneaked further along, and came up to a door that he briefly recognised as Karnage's private quarters. He considered just going past and getting back to his beloved plane, but his curiosity got the better of him, and he knelt down to peek through the keyhole.

Alas though, fate was not kind to Baloo much this evening, as Karnage was just about to take his leave and return to Baloo's cell to continue his interrogation. If he couldn't get any useful information from the big galoot, then he might as well have some fun with him.

Karnage slammed open his door, just as Baloo knelt down, and ended up slamming Baloo right up against the wall.

"Dumptruck! Mad Dog!" Karnage ordered his men to come. "Where the devil are those two layabouts?" He fumed, as he made his way to the cell. So eager was he to leave that he didn't notice the eavesdropper behind the door.

The door to his quarters slowly swung shut, revealing a flat out (literally) Baloo on the wall.

"Uhhh," Baloo moaned, cracking his bones back into shape. "I think I was safer in the cell-room?"

He shook his head a few times, and then looked around. Baloo remembered that Karnage had been talking to someone, or shouting to be more precise. He took a quick peek in the room, but saw no one.

"Don't tell me Karny's loosing his marbles as well as his manhood?" Baloo wondered out loud. "Though I have to admit, he looks a lot better in his new wardrobe." He grinned, remembering the red dress she had been wearing… and instantly felt ill to the stomach.

It hadn't fully occurred to him, until just then, that all the time when he had been with 'Donna Katherine,' he had really been with Don Karnage. So when he had been dancing with her, he had really been dancing with _him_, and when he had been flirting with Donna, he had really been flirting with old Karny, and when he had kissed her…

Baloo felt like throwing up.

"If Louie or the guys ever hear of this," he said. "I think I might just take my folks example, and move to India. Or maybe join the priesthood?"

"Personally, I think you'd find the priesthood too dull and lifeless," an Arabic sounding voice said, making Baloo jump. "And from what I've heard, that doesn't sound like your choice of lifestyle. And as for moving to India, tis a lovely place to visit, but don't consider moving there unless you're into strong spices, ultra-hot weather, and are willing to give up on cow-meat?"

Baloo swung his head from side to side, but saw no one around. "Err, thanks for the advice," he said unsurely. "But… where are you?"

"By your left foot, about two centimetres," the voice replied.

Baloo blinked, but looked down. He still saw nothing, except for an old musky looking bottle that looked as if it hadn't had a good clean in over a thousand years.

"That's right," the voice continued. "The old bottle. Be a pal and pick it up, would you?"

Baloo looked around him, but still saw no one. "This some kind of new pirate trick to get me to crack?"

"Oh no," the voice assured him. "I promise you that at the moment I have no ties to them, for my former master has made it clear that he no longer desires my services."

Baloo didn't know what to make of it, but he picked the bottle up, as he was told. It was old, and had a sort of Arabic style to it, but nothing special.

"Many thanks, kind sir," the voice said. It seemed to be coming right from out of the bottle itself? "Now, if you would just give the bottle a bit of a tiny rub, then we could meet and talk face to face."

Baloo raised his eyebrows a little, but seeing as he had nowhere to go at the moment, considering he couldn't find his way out, he did as he was instructed and rubbed the bottle.

The second he did, the bottle jumped out of his hands and seemed to cough and splutter, and a thick gold smoke rose out of it, swirling around the room before taking shape and forming into…some sort of a man?

The Genie cracked his knuckles. 'Many praises to Allah and to Hadji, king of all genies!" he praised, and looked to Baloo. "And of course, my eternal thanks to you, kind sir. My servitude to mister Don Karnage up to now has been most… _stressful,_ to say the least."

Baloo blinked his eyes at the remarkable sight. The man had no legs?

"What are… " Baloo began.

"I am a Genie," the Genie quickly explained. "My name is Abdul Muhammad Shiraz Rajid Majid Ali Harvinder Aaryan Absi Ghulam Maher Rafi Zamil, _Junior_. Genie Number 708, Level B… But you can call me Abby."

Baloo stared at him. "Err, ooo-kay… Abby?"

The Genie bowed. "Many thanks. It is nice to hear someone call me by my name, and not just by simply 'Genie'." He snorted at the word 'Genie'. "Anyone would think that was all us Genie's names, particularly that pirate captain."

"Whoa, whoa," Baloo raised his hands. "Karnage knows about you?"

"Of course," the Genie floated down to Baloo. "He was the one who originally woke and released me from my bottle. As the custom demands, I must remain in servitude to him until my bottle is past onto a new master. Thankfully, that day has now come, and none too soon I might add." The Genie bowed again before Baloo. "I am at your service, my master! For whomever holds my bottle in their hand, their every wish is henceforth my command!"

"Slow down," Baloo said hurriedly, and then rushed over to the open door, closing it before anyone past by and saw them. "Okay, you're a Genie. I get that. I've seen enough crazy things in this world to believe in a weird thing or two. What I don't get, is if Karnage has had you this whole time, then why didn't he just get you to simply wish up all the treasure he could handle? Why did he go after me and some cheap sweets he thought were jewels?"

The Genie shrugged. "I am only a level B Genie, master."

"Level B?" Baloo asked wondering.

"Level B Genies can grant as many wishes as your heart desires," the Genie explained. "Unfortunately, the wishes don't last. For when the last ray of sunset comes and goes, after you have made your wish, the wish dies and all its magic with it. And everything goes back to the way it was before."

"Ah," Baloo said, understanding. "That explains why Karnage isn't living it up high in the provenances then."

"Indeed, master."

"So how long you been with him then?"

"Oh, too long it seems," the Genie said, swooning in mid-air. "Almost a week. Never is he satisfied with my work, despite all the tireless magic I put in."

"What's he been having you do, if he's not conjuring up treasure?" Baloo queried.

"He believed you to be in possession of some jewels," the Genie replied. "Since I couldn't steal them, or find out anything about them, my former master decided to try and find out for himself where they were. So he made a number of wishes to go spy on you."

"They weren't jewels," Baloo told him. "Those emeralds that Karny was after, they were nothing more than some new sweets I'm delivering tomorrow. Nothing valuable about them at all, unless you have a sweet-tooth."

"Ahh, that explains it then," Abby's face brightened. "Oh my, this is such a relief. I thought that my magic had been failing, that maybe I was going through a mid-millennium crisis, but now… "

"Whoa, whoa, slow down," Baloo shushed him. "What you talking about?"

Abby explained. "Karnage's first wish for me was that I would transport him to what we thought at the time were gemstones. But the spell would not work. I didn't know why until now, but if what you say is true, and the gems are indeed no more than mere sweets, then that explains it… When I originally cast the spell, to send Karnage to the emeralds, I was looking for precious gemstones, not sweets. Since these gemstones of yours do not exist, then obviously I could not transport anyone to them. For not even a Genie can transport someone to something that doesn't exist."

"Oh… well," Baloo looked at him blankly. "Good for you, I guess."

Suddenly, Baloo remembered what Abby had been saying. "Wait! You said Karnage has been spying on me for the past week, in disguise?" Baloo asked, worried about who else Karnage might have been posing as this week…

Lord, if he had been that cute blonde bear-girl at the Mall yesterday, he was going to kill himself…

"What else has he been disguising himself as?" Baloo asked nervously.

"Well, his first wish was to become invisible, to investigate your home and surroundings, but that didn't go too well," the Genie began. "Then he wished to remain visible, but to remain inconspicuous, unnoticeable, so I turned him into a chair. Unfortunately, it was a chair that you used frequently, so he was obviously not too thrilled about that… "

Baloo suddenly stopped listening for a moment, as all this was starting to sound familiar.

"Hold it for one second, cloud-guy," Baloo told him. "Let me guess his other wishes… My guess is he wanted to someone who would be close to me, so he could find out all about those supposed emeralds. So he wished to be a… a baby?"

The Genie raised his eyebrows at him. "Why yes. However did you know?"

Baloo sighed, mildly in relief. "I've sort of been having some crazy dreams this week. At least I thought they were. Tell me, did any of his wishes also result in maybe turning the world's whole population into me?"

The Genie nodded, astounded at Baloo's memory. "But… however did you know, master? No one, aside from whomever made the wish, and I of course, should have any memory of the day's events, when the wish takes place. You shouldn't be able to remember any of it."

Baloo shrugged. "Beats me. I just thought they were the result of having too much ice cream before bedtime."

The Genie thought for a moment. "Wait one moment," he suddenly said. "Master, have you ever be exposed to anything of the supernatural variety?"

Baloo gave a short snort of laughter. "You mean besides this?" he said, and thought. "Well, actually now that you mention it… Yeah, I have on a few occasions. I've met up and battled with ghosts, cast a magic spell or two, tracked down and destroyed a magical idol, and had my mind switched because of another one… And there was another idol too, but it never displayed any magic, just had some nifty legend about it being cursed… You know, now that I think about it all. Maybe I should think about getting some alternative work?"

"And all this in one lifetime?" the Genie said, his eyes wide as saucers. "No wonder you have clear memories of the past few days. Though it's usually true that only myself, and whoever makes the wish, can remember the day of the wish's affects. There have been some cases in the past, where those who have been touched by magical objects, can recall some of the day's events. From what you've told me, it's no wonder you can remember them so."

"Yeah, swell," Baloo muttered. "But tell you what though. I wouldn't mind forgetting about tonight's escapade." Baloo shuddered. "Especially with what happened in my plane." Baloo suddenly remembered. "My plane! I gotta get back to it!"

He made his way to the door, about to escape, when…

"Forgive me, my master," the Genie said politely. "But I would not be so quick to do that, if I were you?"

"Can the comments, Shazaam," Baloo said hurriedly. "I gotta get back to my baby before… " He opened the door…

"Ah, Baloo," Karnage said, along with a few dozen of her men, waiting outside the door. "Talking to ourselves, are we?"

"Yikes!" Baloo yelped and slammed the door, grabbing the nearest chair he could and jamming it under the lock.

The Genie gave him a small glance.

"Okay, okay," Baloo fumed, sitting on the chair, holding the door shut. "So you were right!"

"Break the door down!" Karnage ordered, and within moments the door to Karnage's quarters began shuddering, as the pirates started to ram it.

"I could do with some help right about now!" Baloo strained, as the chair he was sitting on leapt with each ram. The door was obviously not going to hold for very long.

"Might I make a suggestion?" the Genie floated toward him.

Baloo shrugged. "Any suggestion would be a good one right about now!"

The Genie held out his hands, presenting himself in front of the pilot.

"Well?" Baloo said. "What's your suggestion?"

The Genie rolled his eyes, and flung out his hands, presenting himself again.

"Youuu… think we should do a tap dance routine?" Baloo frowned.

The Genie floated closer. "Forgive me," he said, and slapped Baloo on the head.

"Hey!" Baloo said indignantly.

"Allow me to make this more clearer for you," the Genie stated as a matter of fact. "I am what precisely?"

"A Genie," Baloo answered uncertainly.

The Genie nodded. "Correct, and what pray tell do Genies do?"

Baloo suddenly brightened, and felt like slapping himself in the head. "What a dope I am! Of course, you can grant wishes!"

The Genie clapped his hands, and a chorus of applause and trumpets seemed to come out of nowhere. "Hallelujah!" he praised.

Baloo sneered sarcastically at him, but then he looked troubled, just as the ramming behind him intensified.

"Hang on," he said. "You said that none of your wishes last past sunset, right?"

The Genie nodded.

Baloo cursed. "Darn it! If your wishes won't work any longer than till tomorrow, and everything goes back to the way it was before, then you can't get me out of here. If I just wish myself out of here, then this time tomorrow I'll just end up back where I started."

The Genie nodded again. "Alas, I am afraid that is so, master," the Genie informed him sadly. "However, if you were to wish for something to incapacitate the pirates for the moment, allowing you the time you require to escape, then you will be fine."

Baloo scratched his head. "Hold on, where exactly is the Iron Vulture right now?"

"I'm not sure what you mean?"

Baloo pounded his leg with his fist. "Where's the ship heading? We going back to the Air Pirate's lair, are we near Cape Suzette, Louie's… " he suddenly stopped, as a thought had occurred to him.

"I believe we are on route to the pirate's lair," the Genie replied.

"Wait!" Baloo quickly interjected. "How many wishes can I make in one day?"

The Genie shrugged. "As many as you want," he said. "Master Karnage, for some reason, thought that he could only make one wish a day, all because of that simple rule of the wishes ending by sunset."

"So I can have as many as I want?" Baloo asked urgently, as the door was starting to give away.

"Yes," the Genie confirmed.

Baloo snapped his fingers. "Okay, Genie, I just wanna clear something else up, to be sure… If I were to wish the pirates away, and make this ship go anywhere I want to, and then once I get there, if I were to leave the ship by myself, no assistance from you. Would I end up back here at sunset?"

The Genie shook his head. "No. Location-wise, anyone who the wish has affected directly will instantly be transported back to where they were originally. But as for the wish-maker, unless he or she wished to be transported somewhere, then they'll stay wherever they take themselves to during the day."

"Then here's a list of my wishes… " Baloo said, holding out his fingers. "First of all, repair my plane! I know it won't last, but my buddy Wildcat can fix it tomorrow, and I need the plane to be airborne just for tonight. Second, have this ship flying by my buddy Louie's place!"

The Genie bowed. "Whatever you wish is my command, oh master," he said. "Anything else?"

Baloo grinned. "Ohhh yeah," he said, a wicked glint in his eye. "I do have a couple of other things I have in mind." He wiggled his finger at him, drawing the Genie close, and whispered into his ear.

The Genie's eyes widened momentarily, and then a long wide smirk grew all over his face. "Master Baloo," he said finally. "It's going to be ever so fun working with you!"

0000000000

From outside her own quarters, Don Karnage, still in his feminine form, swished her sword from side to side, aching her men on. "Stop slacking and give me results!" she commanded. "Heave! Ho!"

The pirates fumed silently. They knew it was really Don Karnage, but even so it was humiliating to have a woman boss them about.

Suddenly, the ship seemed to halt in mid-air and do a turnabout several times. The men yelled in surprise, grabbing onto the decks, floor, and anything they could get their hands on.

"Bridge!" Karnage yelled, grabbing the nearest microphone to contact his pilot. "What is going on?"

"Dunno, captain," a voice replied. "But it seems our whole position has been changed. The ship has been completely blown off course. I have no idea where we are!"

"But how can that… " Karnage stopped briefly, and gave a low dangerous growl. "Crewman?" he spoke to the pirate behind him. "I know that what just happened now was a frightening experience. However, if you do not remove yourself from off my back, and remove your hands from my _chest_, I will have slit your throat from ear to ear!"

The crewman, the shaggy wolf who had been the one who gave Karnage the Genie's bottle in the first place, sprang up and fled from his captain, bowing apologetically.

"Ohhh, Karny!" Baloo's voice called out.

Karnage raised her hand, halting her men with the ramming. "You have decided to finally surrender, yes?" she called out.

Baloo laughed. "Not likely, _babe_!"

Karnage snarled at the name Baloo gave him.

"Nope," Baloo continued. "I'd just thought I'd let you and your men know to get ready. Because I'm sending you on an all-expense-paid free night's out, complete with your choice of chaperone for the whole night!"

"What are you…?" Karnage began confused, but before she could finish, another more familiar voice sounded.

"Abracadabra, Abraca**zoo**! Give these pirates a make-over, and toodle-**loo**!"

"Genie!" Karnage screamed out worried, surprised… and downright terrified.

In the blink of an eye, the Genie's smoke filled up the whole of the ship's corridors, and when it dissipated, Karnage and his crew were gone.

Baloo opened the door, peeking out cautiously. Then, upon seeing that there was no danger, he walked out the room, adjusting his shirt smugly.

"Short-stuff, you're good!" he praised the small Genie.

The Genie floated out, smiling thankfully. "Many thanks, master," he said politely. "It is nice to be complimented on my work for once."

Baloo shrugged, and then began looking for the nearest best way to take him to the Sea Duck.

"Oh but, master?" the Genie suddenly asked.

"Hmmm?" Baloo said.

"I have only one question?"

"Yeah, fine," Baloo said, not completely focused, as he carried the Genie's bottle with him, finally deciding upon the best way out, and started walking. "Just let me make sure on one thing, okay? Now, you did remember to give me some time, okay?"

The Genie nodded. "I have my magic working on slow motion, master," the Genie confirmed for him. "Master Karnage and his crew should materialise in your designated place within the next few minutes."

Baloo gave him a thumbs up. "Great! That should give me able time to get down there, soon as I find the Duck. Oh, and once I'm out of here, you'll put this ship back where it was? I don't want Louie getting shaky, if he sees a pirate's airship out in his backyard."

"Of course, master," the Genie confirmed. "Oh, and by the way… Your ship's that way, two decks down, third door on the right." The Genie pointed back the way they had come.

Baloo looked to where he was pointing, and then back at the Genie.

The Genie, Abby, shrugged. "I have been on this ship for about a week now. It's hard _not_ to notice these things."

Baloo shrugged. "Works for me."

"May I just ask one question, master?" the Genie enquired.

"Yeah, shoot?" Baloo said, continuing to walk.

"Well," the Genie began hesitantly. "If you had me transport Master Karnage and all his men down to the place of your choosing, all of them, then… "

"Yeah?"

"Well… " the Genie looked around himself. "… If they're all gone now, then… _who's_ flying this ship?"

Baloo stopped dead in his tracks. He looked at the Genie, and then at the ship around him, and then back at the Genie again…. Just as he started to feel the ship begin to tilt forward.

"Ahhh… nuts!" Baloo swore, and broke into a run.

"Well, you did say _all_ of them," the Genie defended himself.

"Well, I figured you would have at least left someone who could pilot this thing?" Baloo yelled.

"Hey!" the Genie said indignantly. "It's not my fault, master. Like I kept telling all of my former masters, when you make a wish, you have to be specific with your wording. Otherwise, the effects of the wish can go either way. Just take Master Karnage for example… Do you think he intended to spend a week as your chair, a baby, a woman, and spending an entire day in a world run by you?"

Baloo growled. "Well, you could have given me some warning at least!"

The Genie held up his hands in defeat. "No one is ever satisfied," he complained. "I should have taken my father's advice and become a lifeguard for Water Sprites instead. They never complain!"

Baloo snorted, and continued rushing to the deck where the Sea Duck was being kept. "Man, if the Duck gets trashed," he said fearfully. "I'm gonna have one heck of a time trying to explain all this to Becky!"

"Err, master?" the Genie spoke.

"Never mind!" Baloo shouted, as he raced past all the open doors, corridors and halls. "I know, be more specific next time, be careful what you wish for, blah, blah, blah! I got it!"

"I know, but… " the Genie kept trying to say something, but Baloo was in too much of a hurry to listen.

Finally, they reached the lower deck, and found Baloo's pride and joy waiting for them, all fixed and polished, looking like it was brand new.

"Oh baby!" Baloo sighed in relief. He hadn't seen the Duck looking so good since he had first taken her out for her very first spin. "Don't you look a sight for sore eyes. If I was another plane, I'd be proposing right about now."

"She is a very impressive piece of machinery," the Genie concurred, although being a mystical creature, the Genie had no real love or interest in the world's modern devices.

Baloo snorted. "Buddy, you wouldn't know impressive if it came up and bit you on the face. This… is a work of art!" he said… just before the Vulture tipped down once again, and Baloo slid down on the floor, banging his nose against the wall.

"Well," the Genie muttered. "It's going to be a work of artistic garbage, unless you get us out of here!"

Baloo moaned, rubbing his nose and glaring at the little pipsqueak, but quickly complied and ran into the plane.

"Come on, baby!" Baloo said hurriedly, switching on the engines. "Make Poppa proud!"

"Master, I feel I should… " the Genie began again.

"Hold on!" Baloo cried, as he pushed on the Sea Duck's steering wheel stick. "We're up and away!"

The Genie watched, as Baloo pushed on the steering wheel, and the plane shot off down the deck, heading towards the…

"Umm… " the Genie said hesitantly. "Forgive me if I'm wrong, but… Shouldn't those, what do you call them… Hanger doors? Shouldn't they be open?"

Baloo squeaked. "Ohhh… botheration!" He tried pulling on the steering wheel stick, but the plane was going too fast to stop.

"Master, please," the Genie cried. "May I make a suggestion _now_?"

"What?" Baloo yelled, closing his eyes as he waited for the impact.

"How about just wishing for the hangar doors to open?"

Baloo opened his eyes, blinking. "Oh… " he said finally.

"Right about now would be a preferable time," the Genie said nervously, as the hanger doors were coming dangerously close.

"I wish the hanger doors were open… " Baloo spoke at lightning speed. "… Right now!"

The Genie clicked his fingers. "Open sesame!" he cried, and the doors at once opened.

Baloo looked at the Genie curiously. "You mean those old words really do the trick?" he asked, remembering the words from Arabian Nights that he had heard as a child.

The Genie shrugged. "Old classic," he simply replied.

Baloo blinked for a moment, but then just shrugged and started the plane again.

Within the blink of an eye, the Sea Duck flew out of The Iron Vulture's main hangar, soaring straight out into the night sky. At the instant when it escaped the hangar, the Vulture's speed picked up, as it dove nose first straight into the ocean's deep blue waters.

"HA!" Baloo cried out triumphantly. "Now how's that for flying!" he said proudly, patting the Duck's controls. "Boy, old Karny's gonna have a field day when he gets back, and finds his ship lying in the ocean! Will his ship repair itself once the wish ends?"

The Genie shrugged. "I'm not quite sure, to be truthful, master," he answered honestly. "When the wish ends, the pirates will return to where they were all originally, in their true forms. As for their ship, since it was my magic that changed its position, then it will return back from whence it came, which was in the air. However, it wasn't my magic that caused it to crash just now. So I am not completely certain?"

Baloo smirked. "I hope Karny and his men have all been practising their swimming lessons then," he said.

The Genie then cocked his head at him. "One simple question, master?"

"Yeah, what?" Baloo said, concentrating on his flying. He thinned his eyes, looking out the window, and quickly recognised his surroundings. Louie's was less than a few minutes away, so he would be there in able time.

The Genie floated over to him. "Just out of curiosity," he stroked his beard. "Has it occurred to you that… You could have just simply wished the ship to regain control of itself?"

Baloo paused.

"Master?"

Baloo just stayed sitting there, remaining as quiet as a mouse, his eyes staring straightforward, wide open.

"Master, are you all right?" the Genie asked, concerned.

Baloo finally moved his hand, as he adjusted one of the controls. "I think we'd better make a move, don't you," he said lowly, not wanting an answer, turning the steering wheel and guiding the Sea Duck to its destination.

0000000000

**Somewhere Else;**

**A Few Minutes Later: **

Karnage coughed, as the smoke died down, but still she saw nothing.

"What in blue blazes!" Karnage swore, feeling around in front of her. She could see nothing, but complete and total blackness. She heard floorboards creak under her feet, and there seemed to be an odd smell of tropical fruits and milkshakes in the air. There was also a frightful chill that Karnage could feel all too easily.

_"OW!"_ a loud yelp sounded.

_"Oops, sorry,"_ someone apologised.

As Karnage wandered around, she heard the other voices of her men speak out. However, there was something different about them…

She could recognise the voices of some of her men, but the acoustics of the room must be making their voices sound funny. It sounded as though they had just taken a whiff of helium or something. Some of them sounded high pierced, while others sounded low, and others soft. But Karnage was more focused on finding a light-switch than anything else.

_"Where in the world is the dang-blasted light-switch?"_ one of her men's voices sounded angrily.

_"Hey! Who's got me pistol?"_

_"My sword's gone!"_ another voice, sounding like Mad Dog, whined.

_"Never mind your weapons, yah,"_ Dumptruck's recognisable voice said. _"I've lost me frigging pants!"_

"Err, captain?" Mad Dog called out again. "I don't wish to bother you with my personal problems…"

"Yah, and when has that ever stopped you?" Dumptruck called back.

"Silence!" Karnage ordered. "Has anyone got Baloo?"

_"I can't see anything!"_

_"Cap'n, I don't think we are in your quarters anymore? The last time I checked, the floor in your quarters, as with everything else on the ship, is made of metal. But this floor appears to be made out of wood?"_

"Captain!" Mad Dog all but pleaded.

"Oh, what is it?" Karnage yelled, aggravated.

"Captain, I… " Mad Dog sounded close to tears.

"What?" Karnage ordered.

"Captain, I know it's dark," Mad Dog said nervously. "But I can notice some things, even in blindness, and… I seem to be missing a few things, such as… my clothes, my weapons, my moustache… "

"Yes, yes," Karnage replied impatiently. "Is that all you've got to say?"

Mad Dog sniffed. "I also seem to be missing… some parts from my… _anatomy_."

"Your… what?" Karnage blinked in the darkness.

"I also seem to have gained a couple of things," Mad Dog gulped. "A couple of things there were definitely not there a few moments ago."

Karnage's eyes widened. 'He wouldn't,' she thought. 'No, not even he could be that… '

_"To the single, footloose and fancy-free bachelors of Louie's!"_ Baloo's voice suddenly echoed all around them. _"How's it going?"_

"Baloo!" Karnage demanded. "Where are you? What have you done to my men?"

_"Now I know some of you were disappointed with this night's turnout, but have no fear, cos old Baloo's here!"_ Since Baloo didn't answer them, or didn't even seem to have heard them, it was obvious that he was not talking to the Air Pirates, but to someone else.

_"So, boys, hold onto your hats and your jockstraps! And take a lookie at what old Baloo has brought here for you!"_

The moment Baloo said this; the noise of what sounded like a curtain being pulled was heard.

Karnage froze, as a bright light shined on her from behind. She turned around, and indeed saw a curtain being pulled up, revealing a large room with an equally large, and all male, crowd.

It turned out that they were indeed not on the Iron Vulture anymore, but at Baloo's friend's establishment, Louie's Place. And on stage no less.

The moment the men at their tables saw Karnage and his men, their jaws dropped so wide that Karnage swore she saw a pigeon fly into one of their mouths.

Upon reflex, and habit, Karnage made to grab her sword at her side, but instead all she found was… her own hide.

Karnage looked down, and gasped. Her entire uniform was gone once again, but this time she wasn't even wearing the illegally short dress that the Genie had originally created for her. She wasn't even wearing that much this time. This time, she seemed to be dressed in nothing but ladies underwear, a red bra and knickers made out of a strange smooth material. (It is in fact a bikini that she's wearing, but recall that 'Talespin' was set in the 1930s. So bikinis weren't invented back then.)

Karnage spun around to order her men to stand and fight, but instead of her men, all she saw was a bunch of women, dressed the same as she.

Karnage didn't recognise most of them, save for a few, but it wasn't hard to figure out what the Genie had done now.

Mad Dog and Dumptruck were quick to spot…

Dumptruck at first appeared more or less unchanged, body-size speaking anyway, except for the fact that he was now wearing a pink and white flower patterned bikini, along with long fluttering eyelashes, golden locks for hair, pink painted lips, and of course a very large feminine chest.

Mad Dog had lost his moustache, and was now wearing a brown bikini. He had long curly brown hair, red-pouting lips, and dark shaded eyes, with a pleasingly alluring figure. He was even wearing a gold circle earring in each ear, giving him an almost Spanish look.

Both of them were looking at each other, then down at themselves, and then at each other again, and then again at themselves. The other men were in the same state, and were just as shocked, and seemingly still trying to figure out what had happened.

The moment Karnage had turned around, to call to her men, a loud shrill whistle sounded from the crowd.

"Whoo-Hoy!" Baloo yelled from his seat, clapping his hands, a big smirk on his face as he looked at Karnage. "Shake that tail, honey!"

Karnage instantly grabbed her bottom, trying to cover it. But with the sort of clothes she was now wearing, she may as well have just been naked, for all the good it was doing in covering herself up. Her entire backside was showing, providing a pleasing view for the whole audience.

Baloo's shout seemed to be the wake-up call for the rest of the crowd. Pretty soon, the entire club was filled with the whistles, hooting and 'whoo-hoys' of every man in the building…

_"Va-va-va-voom!"_

_"Hubba, hubba!"_

_"Yeah, shake those tails for us, babies!"_

Karnage's face looked like it was etched in stone, as she glared daggers at Baloo, her teeth grinding together. "You… you… you…" her rage wouldn't let her complete the sentence.

"Oh, by the way!" Baloo suddenly yelled out, his face still smirking. "I almost forgot… The lovely Miss 'Donna Katherine' up there, in the red, and the rest of her ladies have made a most generous offer… Those who catch them, get a free _kiss_!"

"YEE-HAAAAAAA!" the entire building seemingly shook with the applause, and less than a second later, the men downed down the last of their drinks, and were instantly running up to the stage where the 'girls' were.

Karnage glanced nervously at the looks of each man coming up to the stage, as they raced up the stage, puckering their lips and making loud kissing noises at her and the rest of her crew.

"Ummm, perhaps, just for this once," Karnage stuttered, backing up. "Maybe we should do a quiet and dignified withdrawal?" She turned around for confirmation from her _men_, but instead all she got… was an empty stage, and an open exit door at the back.

"Deserters!" Karnage screeched. "Mutineers! Trai… "

"Hey, baby!" a loud slurred voice hiccupped at her, and Karnage turned to see none other than the fat Polar Bear who had attempted to 'court' her earlier that night, running up the stage steps towards her, with his lips fully inflated.

"Get those lips ready, sugar!" the fat Bear laughed, smacking his lips together, his enormous belly bouncing up and down with each running step.

"On second thought," Karnage reconsidered. "WAIT FOR ME!" Karnage yelled, and ran out through the back door, and soon the crowd of men followed after her, still hooting and cheering. Even a few of Louie's own waiters had joined in on the hunt, running with the crowd of singles.

A short moment later, the club was all but empty save for Baloo, Louie and a few waiters. The waiters did their job in cleaning up the mess, while Louie just looked shocked, as he stared at the stage where all the 'women' had been just a few moments ago. Baloo on the other hand was still sitting at his table, drinking his favourite milkshake.

Baloo had entered Louie's less than a few minutes ago.

After escaping the pirate's ship, he had flown straight to Louie's, which was less than a couple of minutes away. He had quickly landed the Sea Duck, and had practically busted his way out of his plane, through the doors to Louie's, and straight up to the microphone on the stage. He had only just made it, when the pirate's had appeared. Baloo had made sure the Genie, who was now asleep in his bottle, had understood not to let the pirates appear until a few minutes after he had made his wish.

"Baloo?" Louie began, trying to find the words. "How did you… I mean, how… How in heck did you find all those gorgeous women?"

Baloo took a swig out of his glass. "You might say I got my wish granted, pal. So tell me, how do you think your business has fared tonight?"

Louie breathed through his mouth. "Man, cous. About a few minutes ago, I was all but ready to close this place down for the night. When all of a sudden, all these guys, every single man from here to Cape Suzette came bursting through my door, ordering every drink I could think of. I was so swept up off my feet, I didn't even notice you come back. Hey, by the way, how did your date go with Miss short-skirt there?"

Baloo took another swig. "Well, it was a night to remember, that's for darn sure."

"You're not jealous about all the guys chasing after her?" Louie asked, a little confused. It wasn't like Baloo to go off a pretty girl so quickly.

Baloo shrugged. "Let's just say… I got to know a few things about her that didn't much appeal to me."

"Oh, sooo… " Louie straightened his shirt. "You err, wouldn't mind me having a crack at her, would you?"

Baloo held up his hand. "Louie, my man, trust me. Don't even think about it!" He laughed a little more, as Louie looked at him curiously, but just shrugged it off and went back to cleaning glasses.

As Baloo took in his last drink, the main entrance doors burst open, and Don Karnage rushed in, looking as though she'd just run through a thorn bush.

"Well, howdy there, Miss Katherine!" Louie greeted her warmly, jumping to her side. "What a fine pleasure it is to see a lot more of you, and I mean that sincerely, in my..."

"Can it, ape-man!" Karnage pushed him aside, and ran up to Baloo. "Baloo, please, I'm begging you, you've gotta help me! I'm being chased by all sides!"

Baloo just sat where he was, idly checking his nails. "Shouldn't worry too much, Karny. Sunset will be here in about, oh… twenty hours or so."

"I can't last twenty blasted hours, I'm… OHHH!" Karnage yelped, as something pinched her on her rear.

She spun around, and found a small waiter grinning at her.

"Hey, baby," he spoke in a surprisingly deep tone of voice. "How's about you swing some of that sweet stuff my way?" he said, clicking his tongue, and winking at her.

Karnage grabbed him by his large ears. "Touch me again, and you'll wish you had stayed in the trees, primate!" Karnage hissed.

The waiter looked a little shocked, but that did nothing to lessen the width of his grin at her. "Heeeeey, I luv a lady with spunk!"

"Ah, come on, Karny," Baloo grinned. "Pretty tail like the one you've got, who can resist?"

Karnage glared at him.

"But I wouldn't be so bossy with him right now, Karny, if I were you?" Baloo got up from his seat.

"And why, may I ask, not?" Karnage asked, still glaring.

Baloo grinned again. "Cos your boyfriend just got back."

Karnage's eyes bulged, and she turned quick to see the big white bear come staggering through.

"Ah, there you are, baby-cakes!" he said, swaying on his chubby feet. "Come on, pucker up, and let's get to know each other _a lot_ better… [BURP]!"

"Really need to work on your courting, buddy," Baloo commented, while Karnage wasted no time and ran out through the nearest door, the endangered species close on her tail.

"Baloo?" Louie said, his face all confused. "What was she talking about? And why were you calling her Karny?"

Baloo shrugged. "Just a nickname I thought up for her. Trust me, by sunset tomorrow, you won't even remember that gal… literally."

Before Louie could say anything further, Baloo made his way out the door, waving so long.

As he walked outside, along the piers, Karnage rushed by with the fat guy still hot on her heals.

"I'LL GET YOU FOR THIS, BALOO!" Karnage's feminine voice shouted out to him.

"Sorry, one date's the most you'll get out of me this lifetime, Karny!" Baloo shouted back, laughing, as he waved goodbye to his foe.

As well as Karny, Baloo listened to the excited shouts of some of his buddies in the distance, and the squeals of Karnage's men/women as they tried to stay one step ahead of their would-be admirers.

He made his way to his plane, and past by some of Kahn's pilots, four panthers, three of whom were standing around, clapping their hands, while the fourth was in the middle, doing a Tango with one of the 'girls'. The way the poor she-pirate looked, he/she would no doubt prefer to being in jail instead of there, as the panther held her similar to the way Baloo had held Donna… or Don Karnage as it were, earlier that night, with his hand around her hip, and dancing cheek to cheek.

Baloo shuddered, as he remembered the events of his night with 'Donna Katherine'.

Just as Baloo reached his plane, he remembered something, and reached into his shirt, pulling out the Genie's bottle.

"Now what do I do with you?" Baloo thought out-loud. The Genie had explained that he could have any wish he wanted, but none of them would last any longer than a day, so that was of no use to him, since all he really wanted was the Sea Duck. And judging from the way Karnage's wishes had gone, Baloo didn't dare to try.

After a few minutes of thinking, Baloo finally made his decision. He looked up at his beloved plane, and said, "Someday, baby," he promised. "Someday, Poppa's gonna find a way to get you back… but sadly, that day's not today." He kissed his hand, patting it on the door of the plane.

He then reached back his arm, holding the bottle, and flung it with all his might, right into the ocean.

The bottle landed in the water, and resurfaced a few moments later, the currents bobbing the bottle up and down, as it slowly floated out to sea.

0000000000

**Louie's Island;**

**The Following Day; Sunset: **

Karnage remained sitting behind the bushes, in the jungle area of Louie's island.

He/she, as well as all of his turned men, had been spending the day hiding out around the island, hiding from every hormone-crazed male that had set foot on the isle and seen them.

Most of Karnage's men had grouped together, finding a secluded spot in the island forest. They were quite tired, having spent most of the night running for all their worth from every guy, short, tall, drunk, and downright ugly.

A lot of them were all talking about what they were going to do to the Genie once they got their hands on him. Others just complained about how tired, and how sore their feet were. Most of them however chose to remain quiet and still. When asked about this, and how they fared during the night, they were instantly told to shut up and mind their own business.

"Captain?" Dumptruck, still in his/her pink and flowery patterned bikini, spoke with a deep feminine voice. "How much longer are we to wait, yah?"

"Be patient," Karnage fumed. "The sun, she is almost completely set."

Mad Dog sat on the sand, idly twiddling with a medal.

"Where did you get that?" Dumptruck asked curiously, since Mad Dog had no medals of his own.

Mad Dog didn't look up. "Oh, Barney gave it to me," he/she said.

Dumptruck's eyes widened. "Barney?"

Mad Dog was looking the medal over, checking its worth. "Yeah, one of the pilots from last night," he said. "Quite a nice man really. Wanted me to keep this, to remember him by. Also, he wanted to give me a… " He stopped, looking at the stare he was getting from Dumptruck, Karnage, and a few others.

Mad Dog blushed. "He wanted me to dance with him!" he insisted. "_Nothing_ more!"

Dumptruck opened his mouth to speak, but Karnage cut him off.

"Never mind that now," Karnage said in relief. "Look! The sun, she sets!"

Sure enough, the sun set below the horizon, and Karnage instantly felt the soft tingling of the Genie's magic begin to wear off.

"Now!" Karnage vowed. "To avenge myself, my men, but mostly myself, against Baloo and the whole of Cape Suzette!"

The Genie's puff of smoke returned, for the last time, and Karnage and his men vanished, returning to their ship…

"YEEEAARRGGHHHHHHH!" Karnage's voice screamed out, as the smoke died down, and his precious ship began to fall.

"What's happened to my beautiful shiiiiiiip?" Karnage cried, as the Iron Vulture fell to the crashing waves below…

[SPLASH!]

The Iron Vulture bobbed about on the sea for a few moments, its tail slowly sinking. And then all the Air Pirates, now all fully restored to their former manhood, burst out of the ship's doors, diving into the water.

"Somehow," Dumptruck spluttered to Mad Dog, when he rose back to the surface. "I do not think this is how we left the ship, yah?"

Karnage's face blasted out from beneath the waves, choking on the salty seawater, as he spluttered, his face resembling a canon ready to explode.

"**BALOOOOOOOO!" **

**The End! **


End file.
